Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Specify specific time, notice and information requirements with respect to stockholder nominations for members of the Board of Directors and other business to be brought before annual meetings of the stockholders (the previous provisions contained no requirements or language regarding stockholder proposals to be brought before annual meetings of the stockholders);
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Allow the Board of Directors or a stockholder (or group of stockholders) who has beneficial ownership of 10% or more of the Company’s common stock (a “Requisite Stockholder”) to call a special meeting of the stockholders (the previous provisions allowed only the Board of Directors to call a special meeting of the stockholders);
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Specify specific time, notice and information requirements with respect to a Requisite Stockholder’s request for a special meeting of the stockholders (the previous provisions did not allow any stockholder to call a special meeting of the stockholders);
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Specify that holders of at least 33 1/3% of the voting power of all shares entitled to vote at a stockholders meeting shall constitute a quorum (the previous provisions required at least 50% of the voting power to constitute a quorum);
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Set a limit of 10 consecutive years for any “independent” director of the Board of Directors unless such director beneficially owns 10% or more of the outstanding common stock of the Company or 66 2/3% of the Board of Directors (except for the director in question) vote to waive such limitation (the previous provisions contained no requirements regarding an “independent” director); and
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Require both an Audit Committee and Compensation Committee composed of “independent” members of the Board of Directors as such term in defined by Rule 10A-3 and Rule 10C of the Securities Exchange Act of 1934, as amended, and set a limit of 5 consecutive years for any person to serve as a chairman of either committee (the previous provisions contained only general language regarding committees of the Board of Directors and did not require any specific committees or discuss their composition).
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Exhibit No. | Description | |
Amended and Restated Bylaws of Issuer Direct Corporation.
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Issuer Direct Corporation
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Date: February 12, 2014
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By:
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/s/ Brian R. Balbirnie | |
Brian R. Balbirnie | |||
Chief Executive Officer
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