Asure Software Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Asure Software, Inc. is holding its Annual Meeting of Stockholders on May 20, 2024, to elect directors, ratify auditors, and approve stock plan amendments.</b>

AI Summary

ASURE SOFTWARE INC (ASUR) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Annual Meeting of Stockholders to be held on May 20, 2024, at 9:00 a.m. Central Time in Austin, Texas. Key agenda items include the election of seven directors, ratification of Marcum LLP as independent auditors for FY2024, and approval of an amendment to the Employee Stock Purchase Plan. The amendment seeks to increase authorized shares by 400,000. Stockholders of record as of April 4, 2024, are entitled to vote. The meeting will also address advisory approval of executive compensation and other business.

Why It Matters

For investors and stakeholders tracking ASURE SOFTWARE INC, this filing contains several important signals. The election of directors and ratification of auditors are standard corporate governance procedures crucial for oversight and financial integrity. Approval of the Employee Stock Purchase Plan amendment is important for future equity-based compensation and employee incentives.

Risk Assessment

Risk Level: low — ASURE SOFTWARE INC shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational changes indicated, thus posing low risk.

Analyst Insight

Stockholders should review the proposals, particularly the stock plan amendment, and vote their shares prior to the May 20, 2024 meeting.

Key Numbers

• 7 — Directors to be elected (To hold office until the 2025 Annual Meeting)
• 2024-05-20 — Annual Meeting Date (9:00 a.m. Central Time)
• 2024-04-04 — Record Date (For determining stockholders entitled to vote)
• 400,000 — Additional Shares (For Employee Stock Purchase Plan)

Key Players & Entities

• ASURE SOFTWARE INC (company) — Registrant
• Marcum LLP (company) — independent registered public accounting firm
• May 20, 2024 (date) — Annual Meeting date
• April 4, 2024 (date) — Record date for voting eligibility
• 400,000 (dollar_amount) — shares to be added to Employee Stock Purchase Plan
• Austin, Texas (location) — Meeting location

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Stockholder Approval of Plan Amendments [low — financial]: Failure to obtain stockholder approval for the Employee Stock Purchase Plan amendment could impact future equity compensation.

Industry Context

Asure Software, Inc. operates in the software and services sector, providing solutions for human capital management. This filing pertains to corporate governance and shareholder voting.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

1. Review the proxy statement for detailed information on director nominees and the proposed stock plan amendment.
2. Vote your shares by the deadline to ensure your voice is heard on key corporate matters.
3. Attend the Annual Meeting in person or virtually if possible to gain further insights.

Key Dates

• 2024-05-20: Annual Meeting of Stockholders — Election of directors, ratification of auditors, approval of stock plan amendment.
• 2024-04-04: Record Date — Determines eligibility to vote at the Annual Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement, typically filed annually to provide shareholders with information for voting at the annual meeting.

Key Financial Figures

• $600M — te equity limited partnership with over $600M of capital under management, which focu
• $3B — limited partnership with approximately $3B of capital under management. Mr. Gill a

Filing Documents

• a24defproxy.htm (DEF 14A) — 565KB
• asuresoftware.jpg (GRAPHIC) — 49KB
• 0000884144-24-000031.txt (&nbsp;) — 634KB

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS 4 Biographical Information Regarding Nominees 5 Committees and Meetings of the Board of Directors 7 Board Leadership Structure and Role in Oversight 9 Non-Employee Director Compensation Table 9 Stockholder Communications with the Board of Directors 10 Environmental, Social and Governance Principles 10 Code of Business Conduct and Ethics 12 Anti-Hedging Policy 12 Labor and Human Rights Policy 12 Policy on Freedom of Speech and Expression 12 Anti-Human Trafficking Policy 12 Vendor Code of Conduct 13

— RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ITEM 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 14 Audit Committee Policy on Pre-approval of Fees 14 Fees Paid to Independent Registered Public Accountants 15

— APPROVAL OF AN AMENDMENT TO THE ASURE SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN

ITEM 3 — APPROVAL OF AN AMENDMENT TO THE ASURE SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN 15

— ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

ITEM 4 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 18 Information Concerning Executive Officers 18 Summary Compensation Table 19 Outstanding Equity Awards at Year-End Table 22

Executive Compensation Arrangements

Executive Compensation Arrangements 24 PAY VERSUS PERFORMANCE DISCLOSURE 25

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 28 APPROVAL OF TRANSACTIONS WITH RELATED PARTIES 29 OTHER MATTERS 30 Delinquent Section 16(a) Reports 30 Stockholder Proposals 30 Proxy Solicitation Costs 31 Householding 31 Annual Report on Form 10-K 31 Other Business 32 APPENDIX A - ASURE SOFTWARE, INC. EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED) 32 ASURE SOFTWARE, INC. 405 Colorado Street, Suite 1800 Austin, Texas 78701 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 2024 GENERAL This proxy statement contains information relating to our Annual Meeting to be held on May 20, 2024, beginning at 900 a.m. Central Time at 405 Colorado Street, Suite 1800, Austin, Texas 78701 and at any postponements or adjournments of the Annual Meeting. Your proxy for the Annual Meeting is being solicited by our board of directors. The proxy materials relating to the Annual Meeting are first being mailed to stockholders entitled to vote at the meeting on or abo ut April 11, 2024. A copy of our annual report on Form 10-K for the year ended December 31, 2023 has been mailed concurrently with this proxy statement. All holders of record of shares of our common stock at the close of business on April 4, 2024, are entitled to vote at the Annual Meeting and at any postponements or adjournments of the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person however, regardless of whether you plan to attend the Annual Meeting in person, please cast your vote as instructed on the proxy card as promptly as possible. Please complete, sign, date and promptly return the proxy card in the postage-prepaid return envelope provided, or follow the instructions set forth on the proxy card to authorize the voting of your shares over the Internet or by telephone. Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. Submitting your proxy by Internet, tele

- ELECTION OF DIRECTORS

ITEM 1 - ELECTION OF DIRECTORS The first proposal to be voted on at the Annual Meeting is the election of directors. Our board of directors currently consists of seven members, each with a term expiring at the Annual Meeting. Our board has nominated our seven incumbent directors for election at the Annual Meeting as follows Benjamin Allen Grace Lee W. Carl Drew Bradford Oberwager Daniel Gill Bjorn Reynolds Patrick Goepel Directors are elected annually and serve a one-year term or until their successors are duly elected and qualified. Each of our director nominees has consented to being named in this proxy statement and has consented to serve as a director of the Company if elected. There are no family relationships among our directors and executive officers. The Board of Directors recommends voting "FOR" each director nominee. Generally, the Nominating and Governance Committee recommends director nominations and reviews nominees against the skills and characteristics that are required of our board members. The Nominating and Governance Committee focuses on a candidate's expertise in the Company's industry and experience in technology, business, legal matters, and finance. We look at a candidate's education, skills, business experience, administration experience, and other appropriate factors given the current needs of the board and the Company. Our goal is to maintain a balance among board members of industry knowledge, experience, and ability to map out successful strategies for the Company's business. Nominees for the board should have the highest personal and professional ethics, integrity, and values and be committed to representing the long-term interests of stockholders. They should be forward-thinking, possess critical analysis skills, and exhibit independence and practical judgment on issues. Evaluation of candidates for all nominees, whether submitted by a board member or a stockholder, generally involves reviewing background materials, inte

View Full Filing

View this DEF 14A filing on SEC EDGAR