Issuer Direct Corp. Files 8-K: Material Agreement, Officer Changes

Ticker: ACCS · Form: 8-K · Filed: Sep 17, 2024 · CIK: 843006

Sentiment: neutral

Topics: material-agreement, officer-changes, director-changes

TL;DR

Issuer Direct Corp. signed a big deal and shuffled some execs/directors. Keep an eye on this.

AI Summary

On September 16, 2024, Issuer Direct Corporation entered into a material definitive agreement. The company also reported the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with details on compensatory arrangements for these officers. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — Changes in directors and officers, coupled with new material agreements, can introduce uncertainty and potential shifts in strategy.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Issuer Direct Corporation?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on September 16, 2024.

What are the main items reported in this 8-K filing?

This 8-K filing reports on the entry into a material definitive agreement, departure/election of directors and officers, and related compensatory arrangements, along with financial statements and exhibits.

What is Issuer Direct Corporation's state of incorporation?

Issuer Direct Corporation is incorporated in Delaware.

What is Issuer Direct Corporation's IRS Employer Identification Number?

Issuer Direct Corporation's IRS Employer Identification Number is 26-1331503.

Filing Stats: 1,082 words · 4 min read · ~4 pages · Grade level 11.3 · Accepted 2024-09-17 09:08:15

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 16, 2024 (the "Effective Date"), Issuer Direct Corporation (the "Company") entered into an Executive Employment Agreement (the "Knerr Agreement") with Steven Knerr to serve as the Company's Chief Financial Officer. Mr. Knerr has previously served as the Company's Controller from August 2013 until May 2015, its interim Chief Financial Officer from May 2015 until November 2015, its Chief Financial Officer from November 2015 until January 2022, its Vice President of Finance and Controller from January 2022 until March 2024 and has been serving as its interim Chief Financial Officer since March 9, 2024. The Knerr Agreement will continue until terminated pursuant to its terms as described below. Under the Knerr Agreement, Mr. Knerr is entitled to an annual base salary of $200,000 beginning as of September 1, 2024. Mr. Knerr's previous annual base salary was $178,500. The annual base salary will be reviewed annually by the Company's Board of Directors (the "Board") or the Compensation Committee of the Board for increase as part of its annual compensation review. For the fiscal year 2024, Mr. Knerr shall be eligible to receive a one-time cash bonus equal to $25,000 based on the achievement of reasonable target objectives and performance goals both of the Company and Mr. Knerr as may be determined by the Board or the Compensation Committee in consultation with Mr. Knerr. Subsequent to the fiscal year 2024, Mr. Knerr is also eligible to receive an annual bonus of 45% of his annual base salary upon the achievement of reasonable target objectives and performance goals, to be determined by the Board or the Compensation Committee in consultation with Mr. Knerr on or before the end of the first quarter of the fiscal year to which the bonus relates. In addition, Mr. Knerr is eligible to receive such additional bonus or equity incentive compensation as the Board or the Compensation Committee may establish from ti

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Executive Employment Agreement dated September 16, 2024 by and between Issuer Direct Corporation and Steven Knerr. 104 Cover page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Issuer Direct Corporation Date: September 17, 2024 By: /s/ Brian R. Balbirnie Brian R. Balbirnie Chief Executive Officer 4

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