Document

DEF 14A 1 a22defproxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


Filed by the Registrant			☒
Filed by a Party other than the Registrant			☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Pursuant to §240.14a-12

ASURE SOFTWARE, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒						No fee required.
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

ASURE SOFTWARE, INC.

3700 N. Capital of Texas Hwy, Suite 350

Austin, Texas 78746

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD May 31, 2022

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Asure Software, Inc., a Delaware corporation (the “Company,” or “Asure”), to be held at 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746, on May 31, 2022 at 9:00 a.m., Central Time, for the following purposes:

1.To elect seven directors to the board of directors, each to hold office until the 2023 Annual Meeting or until his/her respective successor is duly elected and qualified;

2.To ratify the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022;

3.To approve the Asure Software, Inc. Third Amended and Restated Rights Agreement to protect over $48 million in net operating losses by extending the expiration date of our current rights plan to October 28, 2025;

4.To approve an amendment to the Asure Software, Inc. 2018 Incentive Award Plan to increase the number of shares of our common stock authorized for issuance by 2,000,000 shares;

5.To approve, on a non-binding advisory basis, the compensation of our named executive officers; and

6.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

All holders of record of shares of our common stock at the close of business on April 14, 2022, 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, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding shares of our common stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING

Registration will begin at 8:30 a.m. Central Time and seating will begin at 8:45 a.m. Central Time. Each stockholder must bring a proof of ownership and valid picture identification, such as a driver’s license or passport, for admission to the Annual Meeting. If you hold your shares in a brokerage account, you must bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and all cellular phones must be silenced during the Annual Meeting. We realize that many cellular phones have built-in digital cameras, and, while these phones may be brought into the Annual Meeting, the camera function may not be used at any time.

IMPORTANT NOTE

While we intend to hold our Annual Meeting in person, we are closely monitoring developments related to the coronavirus (COVID-19) pandemic. If it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares before the Annual Meeting.

By Order of the Board of Directors,

/s/ PATRICK GOEPEL

Patrick Goepel

Chief Executive Officer

April 15, 2022

Austin, Texas

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 31, 2022. The proxy statement and our annual report to stockholders are available at https://investor.asuresoftware.com/financial-information.

TABLE OF CONTENTS


		Page
GENERAL		1
	About the Annual Meeting and Voting	2

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	13
	Vendor Code of Conduct	13

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

ITEM 3 — APPROVAL OF THE THIRD AMENDED AND RESTATED RIGHTS AGREEMENT		16
	Background	16
	Summary of the Third Amended Rights Agreement	16
	Certain Factors Stockholders Should Consider	18

ITEM 4 — APPROVAL OF AN AMENDMENT TO THE ASURE SOFTWARE, INC. 2018 INCENTIVE AWARD PLAN		19
	Description of the Principal Features of the Amended 2018 Plan	19
	U.S. Federal Income Tax Consequences	22
	New Plan Benefits	23
	Awards Granted Under the 2018 Plan	23

ITEM 5 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		24
	Information Concerning Executive Officers	24
	Summary Compensation Table	25
	Outstanding Equity Awards at Year-End Table	28
	Executive Compensation Arrangements	29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		29


		Page

APPROVAL OF TRANSACTIONS WITH RELATED PARTIES		30

OTHER MATTERS		31
	Delinquent Section 16(a) Reports	31
	Stockholder Proposals	31
	Proxy Solicitation Costs	32
	Householding	32
	Annual Report on Form 10-K	32
	Other Business	32

Appendix A - Third Amended and Restated Rights Agreement		33
Appendix B - 2018 Incentive Award Plan (as amended on)		75

ASURE SOFTWARE, INC.

3700 N. Capital of Texas Hwy, Suite 350

Austin, Texas 78746

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 31, 2022

GENERAL

This proxy statement contains information relating to our Annual Meeting to be held on May 31, 2022, beginning at 9:00 a.m., Central Time, at 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746 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 about April 29, 2022. A copy of our annual report on Form 10-K for the year ended December 31, 2021 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 14, 2022 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, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding shares of common stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting.

IMPORTANT NOTE

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on May 31, 2022

This proxy statement and our annual report to stockholders are available online at

https://investor.asuresoftware.com/financial-information

ABOUT THE ANNUAL MEETING AND VOTING

Purposes - At the Annual Meeting, you will be asked:

1.To elect seven directors to the board of directors, each to hold office until the 2023 Annual Meeting or until his or her respective successor is duly elected and qualified;

2.To ratify the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022;

4.To approve an amendment to the Asure Software, Inc. 2018 Incentive Award Plan to increase the number of shares of our common stock authorized for issuance by 2,000,000 shares;

5.To approve, on a non-binding advisory basis, the compensation of our named executive officers; and

6.To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The board knows of no other matters to be presented for action at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named in the proxy will vote on such other matters in accordance with their best judgment.

Record Date; Stockholders Entitled to Vote - Only holders of record of our shares of common stock at the close of business on April 14, 2022 will be entitled to vote at the Annual Meeting or any adjournment thereof. Each share of common stock will be entitled to one vote. As of April 14, 2022, there were 20,070,927 shares of our common stock outstanding.

Quorum - A majority of the issued and outstanding shares of common stock entitled to vote, represented in person or by proxy, will be required to constitute a quorum for the Annual Meeting.

Vote Required - Directors are elected by a plurality of the votes cast at the Annual Meeting by the stockholders entitled to vote on the election of directors. If more than seven director nominees are properly presented to the stockholders at the Annual Meeting, the seven nominees receiving the highest number of affirmative votes of the shares which are present or represented by proxy at the Annual Meeting and entitled to vote for the election of directors will be elected to our board. Each of the remaining proposals must be approved by a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voting thereon.

Dissenters’ Rights - No dissenters’ rights are provided under the Delaware General Corporation Law, our Restated Certificate of Incorporation or our Third Amended and Restated Bylaws (“Bylaws”) with respect to any of the proposals described in this proxy statement.

Board Recommendation - Your board of directors has unanimously approved and recommends that an affirmative vote be cast “FOR” the election of each of our director nominees, “FOR” the ratification of our independent registered accounting firm, “FOR” the approval of the Third Amended and Restated Rights Agreement, “FOR” the approval of an amendment to the Asure Software, Inc. 2018 Incentive Award Plan and “FOR” the approval of the advisory vote to approve the compensation of our named executive officers.

Voting Your Shares - If you own shares registered directly in your name (a “registered stockholder”), you may submit your proxy by US Mail, Internet or telephone and following the instructions in the Notice. The deadline for submitting your proxy by Internet or telephone is 11:59 p.m. Eastern Time on May 30, 2022. The designated proxy will vote according to your instructions. You may also attend the Annual Meeting and vote in person.

If you hold your shares in the name of a broker or other nominee, then your broker or other nominee is considered to be the registered stockholder. However, you are still considered the beneficial owner of those shares and your shares are said to be held in “street name.” If you hold shares in street name, your broker or nominee firm may provide you with a Notice. Follow the instructions on the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please check your Notice or voting instruction card or contact your broker or other nominee to determine whether you will be able to deliver your voting instructions by Internet or telephone. If you hold your shares in street name and you want to vote at the Annual Meeting, you will need to obtain a signed proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares.

Changing Your Vote by Revoking Your Proxy - If you are a registered stockholder, you may revoke or change your vote at any time before the proxy is voted by filing with our Secretary either a written notice of revocation or a duly executed proxy bearing a later date. If you attend the Annual Meeting in person, you may ask the inspector of elections to suspend your proxy holder’s power to vote, and you may submit another proxy or vote by ballot. Your attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held in street name or you hold shares through a retirement or savings plan or other similar plan, please check your voting instruction card or contact your broker, nominee, trustee, or administrator to determine whether you will be able to revoke or change your vote.

How Votes are Counted - All shares that have been properly voted by proxy and not revoked will be voted at the Annual Meeting in accordance with the instructions contained in the proxy. If you return a signed and dated proxy card but do not indicate how your shares are to be voted, those shares will be voted “FOR” each of the director nominees, “FOR” each of the other listed proposals and in the discretion of the named proxy holders as to any other matter properly brought before the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the inspector of elections appointed for the Annual Meeting. Only the latest dated proxy you submit will be counted.

Shares voted as withheld from the election of directors under proposal 1 will be counted for purposes of determining the presence of a quorum at the Annual Meeting but will have no effect on the election of director nominees. Shares voted as abstentions on proposals 2, 3, 4 and 5 will similarly be counted for purposes of determining the presence of a quorum at the Annual Meeting and treated as votes against the proposal as to which a stockholder has abstained.

Broker Non-Votes - A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Only the vote on ratification of our independent registered public accounting firm is considered a routine matter that brokers may cast discretionary votes upon. As the election of directors is decided by the plurality of votes cast, broker non-votes will not be treated as votes cast in the election of a director and will therefore have no effect on the result of such vote. As each of the remaining proposals must be approved by a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting and voting thereon, broker non-votes will not be treated as votes cast on such proposal and will therefore have no effect on the result of such vote.

Additional Information - Additional information about the Company is contained in our current and periodic reports filed with the Securities and Exchange Commission (“SEC”). These reports, their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F. Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Copies of such materials can be obtained from the public reference section of the SEC at prescribed rates.

Your vote is important!

Please submit your proxy or voting instructions today.

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:


•	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, internal discussions among committee members, and interviewing selected candidates as appropriate. Upon selecting a qualified candidate, the Nominating and Governance Committee recommends the candidate for the board’s consideration.

Our board handled the duties delegated to our Nominating and Governance Committee in calendar year ended December 31, 2021. In recommending the nominees for election at this 2022 Annual Meeting, the board, acting as our Nominating and Governance Committee, evaluated our directors against the criteria stated above and found that all of our directors contribute to the Board through their expertise and experience and diversity of backgrounds. Additionally, the board, acting as our Nominating and Governance Committee, noted that one of our director nominees is female, which is approximately 14% of our board. Additionally, approximately 14% of our board is ethnically diverse.

Stockholders may recommend a candidate for our board by writing to attention of the Secretary, Asure Software, Inc., 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746, specifying the candidate’s name and qualifications for board membership. All recommendations are submitted to the Nominating and Governance Committee. For the board to consider a candidate for nomination at the 2023 Annual Meeting, stockholders must submit a written recommendation by April 1, 2023, but not earlier than March 2, 2023. Each submission must include: (a) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended(the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s books, of such stockholder and (ii) the class and number of shares of the Corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the Corporation which are beneficially owned by such person. Recommended candidates may be required to provide additional information, including the number of shares of common stock of the Company beneficially owned. While our board of directors has not adopted a formal diversity policy or specific standards with regard to the selection of director nominees, the board of directors believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background, and professional experiences in evaluating board candidates.

The full board then selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the Annual Meeting. The board reviews and considers any candidates submitted by a stockholder or stockholder group in the same manner as all other candidates. Each nominee has consented to serve until the next annual stockholder meeting, if elected, or until his or her successor is elected and qualified.

If any director is unable to stand for re-election after distribution of this proxy statement, the board may reduce its size or designate a substitute. If the board designates a substitute, proxies voting on the original director candidate will be cast for the substituted candidate. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A plurality of the votes cast in person or by proxy by the holders of common stock represented at the Annual Meeting is required to elect a director. The seven nominees receiving the highest number of affirmative votes of the shares which are present or represented by proxy at the Annual Meeting and entitled to vote for the election of director will be elected to our board.

BIOGRAPHICAL INFORMATION REGARDING NOMINEES

The following table sets forth certain information concerning the director nominees:


Nominee	Age	Present Office(s) Held in Our Company	Director Since
Patrick Goepel(1)	60	Chairman of the Board and Chief Executive Officer	2009
Benjamin Allen(2)(3)(4)	57	None	2020
W.Carl Drew(2)(3)	62	None	2020
Daniel Gill(2)(5)	58	Lead Independent Director	2017
Grace Lee(2)(4)(6)	54	None	2020
Bradford Oberwager(2)(4)	52	None	2018
Bjorn Reynolds(2)(3)(6)	46	None	2020

(1)Chairman of the Board

(2)Independent board member as determined by the board of directors of the Company

(3)Audit Committee Member

(4)Compensation Committee Member

(5)Lead Independent Director

(6)Nominating and Governance Committee Member

The following information regarding the principal occupations and other employment of the nominees during the past five years and their directorships in certain companies is as reported by the respective nominees.

Benjamin Allen joined our board of directors in August 2020. Mr. Allen served as CEO of WorldAware, a technology company, from June 2017 to July 2020 during which time he led the successful sale of WorldAware to GardaWorld, a global security company, in July 2020. Before that, he served as President for Marsh USA, an insurance company, from March 2013 to June 2017 and as Chief Innovation Officer of Marsh & McLennan Agency LLC, a subsidiary of Marsh from May 2011 to March 2013. He also served as President and CEO of Kroll, Inc., a professional services company, from March 2008 to January 2011. Prior to Kroll's acquisition of Ontrack, he served as president and CEO of ONTRACK Data International, Inc. (Nasdaq: ONDI). Mr. Allen began his career with HCM provider Ceridian where he advanced from sales to national leadership positions including marketing, operations, and IT. Mr. Allen received his BA in Finance from Washington State University.

As a technologist turned CEO, with a background in HCM, Mr. Allen brings a unique skillset having successfully grown several tech-businesses. This background and experience makes Mr. Allen well-qualified to serve as a director.

W. Carl Drew joined our board of directors in April 2020. Mr. Drew has served as Chief Financial Officer of Harvard Maintenance, a building services company, since August 2014. He has broad experience in building world-class accounting and finance teams, developing the strategic planning and analysis functions, integrating cross-discipline process improvements, and leading and managing strategic mergers and acquisitions. Prior to joining Harvard Maintenance, Mr. Drew has served as Chief Financial Officer of several private and public companies, including CompuPay, Inc., a payroll services company, from 2006 to 2013; Interval International, Inc. from 1998 to 2006; and Pollo Tropical, Inc. from 1996 to 1998. He began his career as a CPA at Ernst and Young (formerly Ernst and Whinney) in the computer audit field.

Mr. Drew’s leadership experience and his skills relating to financial statements and accounting makes him well-qualified to serve as a director. Mr. Drew is an audit committee financial expert.

Daniel Gill has served as a director since June 2017 and was appointed Lead Independent Director in August 2020. Mr. Gill is a founding managing partner of Silver Oak Services Partners, a private equity limited partnership with over $600M of capital under management, which focuses exclusively on business, consumer, and healthcare services companies. Prior to the formation of Silver Oak Services Partners in November 2005, Mr. Gill was a founding partner and managing director of Willis Stein & Partners, a private equity limited partnership with approximately $3B of capital under management. Mr. Gill and four other partners formed the firm in 1995 after successful careers together at CIVC, a subsidiary of Bank of America (formerly Continental Bank). Prior to CIVC, Mr. Gill worked in the Corporate Finance Department of Kidder, Peabody & Co. Mr. Gill received an M.B.A. from the University of Chicago, Graduate School of Business and holds a B.A. degree in Economics from Bucknell University.

Mr. Gill brings to our board strong leadership experience combined with strategic and financial expertise. In addition, Mr. Gill brings extensive advisory experience as he currently sits on the board of directors of over ten companies and has previously served on the boards of an additional nineteen companies including iSystems which was acquired by Asure in 2017.

Patrick Goepel was elected to our board of directors in August 2009. He was subsequently appointed as Interim Chief Executive Officer on September 15, 2009, and became Chief Executive Officer as of January 1, 2010. On August 11, 2020, he was elected Chairman of our board of directors. Prior to joining Asure, he served as Chief Operating Officer of Patersons Global Payroll. Previously, he was the President and Chief Executive Officer of Fidelity Investment’s Human Resource Services Division from 2006 to 2008; President and Chief Executive Officer of Advantec from 2005 to 2006; and Executive Vice President of Business Development and US Operations at Ceridian from 1994 to 2005. A former board member of iEmployee, Mr. Goepel currently serves on the board of directors of APPD Investments, Clearfield, Inc., and SafeGuard World International, Ltd.

Mr. Goepel brings to our board extensive knowledge and experience in the Company’s industry; deep knowledge of the Company’s day-to-day operations, strategic priorities, and markets; and extensive experience as a board member of private emerging growth companies.

Grace Lee joined our board of directors in August 2020. Ms. Lee is the senior vice president and chief human resources officer for Lumentum Holdings, joining there in August 2021, where she is responsible for the strategic leadership of global Human Resources. Prior to that, she was the senior vice president and the Chief Human Resources and Diversity Officer at Cubic Corporation since October 2018. Prior to joining Cubic, she held similar roles at Charles River Laboratories, a publicly traded biotechnology company, from June 2016 to October 2018; Beckman Coulter, a Danaher operating company, from November 2014 to June 2016; TTM Technologies from November 2010 to November 2014; and IMI Severe Service (now IMI Critical Engineering) from July 2007 to November 2010. Ms. Lee received her master’s degree in human resources from Cornell University’s ILR School, her master’s degree in Global Leadership from the University of San Diego School of Business, and her bachelor’s degree in Communications from the University of the Philippines. She has been recognized as one of the top 50 chief diversity officers from the National Diversity Council.

Ms. Lee brings significant Human Capital Management depth to our board of directors.

Bradford Oberwager has served as a director since November 2018. Mr. Oberwager serves as Executive Chairman of both Linden Lab, the original Metaverse virtual world and Tilia.io a fintech company focused on virtual world payments. He is also founder and Chairman of Sundia Corporation, a consumer packaged goods business that he founded in December 2004. Previously, Mr. Oberwager founded and ran Jyve, a Silicon Valley based technology company revolutionizing labor, staffing, and merchandising, which was acquired by Advantage Solutions in 2021. He also owned and was CEO of Bare Snacks from December 2010 to September 2014 and which was listed on the Inc. 500 list for 2010 and 2011 and acquired in 2018 by PepsiCo. Mr. Oberwager received his BS in Finance from Georgetown University and his MBA in Strategic and Entrepreneurial Management from the Wharton School of Business, University of Pennsylvania.

Mr. Oberwager brings financial expertise combined with strategic experience and strong leadership skills. Mr. Oberwager is a co-founder and director of five companies and has founded and successfully sold three businesses.

Bjorn Reynolds joined our board of directors in April 2020. Mr. Reynolds is the founder of SafeGuard World International, Ltd., a US based international payroll services and PEO company and a licensee of our Asure HCM software, and has served as its Chief Executive Officer since its inception in January 2006. Mr. Reynolds is a highly experienced leader in the global payroll industry. Mr. Reynolds was nominated for the EY Entrepreneur of the Year 2018 award, recognized in 2016 as Payroll World’s Top 50 Most Influential People in Payroll, and received Workforce Management’s “Game Changer” award in 2012 for outstanding innovation in the HR market. Between 2000 and 2005, Mr. Reynolds served as a director of sales and marketing of Ceridian. From 1997 to 2000, Mr. Reynolds served as branch manager of HFC Bank (part of the Global HSBC Group).

Mr. Reynold’s management and leadership experience, along with his deep knowledge of the global payroll industry, makes him well-qualified to serve as a director.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

Director Independence - Our board of directors consists of a majority of independent directors as such term is defined under the rules of the Nasdaq Stock Market. The board of directors has determined that Ms. Lee and Messrs. Allen, Drew, Gill, Oberwager, and Reynolds are independent. The board of directors has also determined that all of the members of the board’s committees are independent as defined under the rules of the Nasdaq Stock Market, including in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board Meetings and Attendance - Our board of directors met seven times during the calendar year ended December 31, 2021. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the board of directors and (ii) the total number of meetings held by all committees of the board of directors on which such director served. The board of directors requires that directors make a reasonable effort to attend the Company’s annual stockholder meeting. Last year, none of our directors were able to attend the annual meeting.

Committees - Committees of the board of directors include the Compensation Committee, the Nominating and Governance Committee, and the Audit Committee. Each Committee operates under a charter that has been approved by the board of directors and current copies of these charters are posted on our website, https://investor.asuresoftware.com/corporate-governance.

Compensation Committee - The Compensation Committee is responsible for approving the compensation arrangements of senior management and recommending approval by the board of directors of amendments to our benefit plans. In August 2020, our Board appointed Brad Oberwager to serve as Chair of the Compensation Committee. Under its charter, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee may engage an independent consultant to assist in compensation matters but has not done so. The Compensation Committee held five meetings during the calendar year ended December 31, 2021 and also met as part of meetings of the Board of Directors held during the calendar year ended December 31, 2021. The Compensation Committee members attended all meetings held during the calendar year ended December 31, 2021.

Nominating and Governance Committee - Under its charter, the Nominating and Governance Committee monitors significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies. The Nominating and Governance Committee has primary responsibility over Environmental, Social and Governance Principles at the board level and will advise the internal Environmental, Social, and Governance Committee. The Nominating and Governance Committee also is responsible for identifying and recommending the nominees for election to the board. In April 2021, our board appointed Grace Lee to serve as the chair of the Nominating and Governance Committee. The Nominating and Governance Committee did not meet during the calendar year ended December 31, 2021. Our board handled the duties delegated to our Nominating and Governance Committee during calendar year ended December 31, 2021.

Audit Committee - The Audit Committee operates under a charter adopted by the board of directors in accordance with the rules and regulations of the SEC, Section 3(a)(58)(A) of the Exchange Act and the Nasdaq Stock Market. In August 2020, our board appointed W. Carl Drew to serve as the chair of the Audit Committee. The board of directors has determined that Mr. Drew has the qualifications and experience necessary to serve as an “audit committee financial expert,” as defined by the SEC. The Audit Committee is the communication link between our board of directors and our independent registered public accounting firm. In addition to approving the appointment of the independent registered public accounting firm, the Audit Committee reviews the scope of the audit, the accounting policies and reporting practices, internal auditing and internal control, compliance with our policies regarding business conduct and other matters as deemed appropriate. The Audit Committee met four times during the calendar year ended December 31, 2021.

Report of the Audit Committee - The following is the “Report of the Audit Committee” with respect to our audited financial statements for calendar year ended December 31, 2021 which include our Consolidated Balance Sheets as of December 31, 2021 and 2020, and the related Consolidated Statements of Comprehensive Income (Loss), Changes in Stockholders’ Equity and Cash Flows and the notes thereto for the calendar years ended December 31, 2021 and 2020. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

1.The Audit Committee has reviewed and discussed the above-referenced audited financial statements with management.

2.The Audit Committee has discussed with Marcum LLP, our independent registered public accounting firm for calendar year ended December 31, 2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

3.The Audit Committee has received the written disclosures and the letter from Marcum LLP, required by applicable requirements of the Public Company Accounting Oversight Board regarding Marcum LLP’s communications with the Audit Committee concerning independence, and has discussed with Marcum LLP its independence from the Company.

4.Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that our above-referenced audited financial statements be included in our annual report on Form 10-K for calendar year 2021.

This report is submitted by the Audit Committee,

W. Carl Drew, Chair

Benjamin Allen

Bjorn Reynolds

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Our Chief Executive Officer, Patrick Goepel, serves as Chairman of the Board. Due to the combined Chief Executive Officer and Chairman of the board roles, Daniel Gill serves as the Lead Independent Director. With respect to the appointment of a Lead Independent Director, the board acknowledges the importance of appointing a Lead Independent Director to maintain a strong independent board leadership structure that functions collaboratively with management while maintaining independent oversight. The Lead Independent Director role comes with significant authority and responsibilities. The primary responsibilities include: (i) ensuring the board has full, timely, and relevant information to support its decision-making requirements; (ii) advising the Chairman as to the appropriate schedule for board meetings and providing input on the preparation of agendas for board meetings; (iii) consulting with the Chairman and the board on the effectiveness of Board committees; (iv) calling and presiding over meetings of the board's non-employee directors; and (v) consulting with the Chairman as to the timeliness of the flow of information from the company that is necessary for the directors to effectively perform their duties. The lead independent director has the authority to call meetings of the non-employee directors and to call executive sessions of the non-employee directors in conjunction with any board meeting.

Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team that are designed to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management, cybersecurity risks and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk. Our Audit Committee also reviews programs for promoting and monitoring compliance with legal and regulatory requirements. Our Compensation Committee evaluates risks arising from our compensation policies and practices. The Audit Committee and the Compensation Committee provide reports to the full board of directors regarding these and other matters. Our Nominating and Governance Committee is responsible for managing risks associated with director succession, our governance structure and ESG matters, among other matters.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning the compensation paid to the non-employee directors for the year ended December 31, 2021 (includes amounts that were earned in calendar year ended December 31, 2020, and paid in 2021) (whole dollars):


Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Total
Daniel Gill(a)	$	51,250	$	—	$	17,543	$	68,793
Charles Lathrop, Jr.(b)	$	11,250	$	—	$	—	$	11,250
Bradford Oberwager(a)	$	49,875	$	—	$	17,543	$	67,418
Bjorn Reynolds(a)	$	46,875	$	—	$	17,543	$	64,418
W. Carl Drew(a)	$	50,625	$	—	$	17,543	$	68,168
Benjamin Allen(a)	$	45,000	$	—	$	17,543	$	62,543
Grace Lee(a)	$	45,000	$	—	$	17,543	$	62,543

(a)On May 13, 2021, Mr. Drew, Mr. Reynolds, Ms. Lee, Mr. Allen, Mr. Gill, and Mr. Oberwager were each granted options to purchase 5,000 shares of our common stock at an exercise price of $7.86 per share. These options vest as follows: one-third on the first anniversary of the grant date and the remainder over two years in equal monthly installments, with the last vesting date being the third anniversary of the grant date. The amounts in this column represent the fair value of the option as of the grant date as computed in accordance with FASB ASC Topic 718 (“ASC 718”) and SEC disclosure rules, excluding the impact of estimated forfeitures related to service-based vesting. Refer to Note 9, “Stockholders’ Equity, Employee Benefit Plans and Share-Based Compensation” in the Notes to the Consolidated Financial Statements included in our Form 10-K filed on March 14, 2022, for the relevant assumptions used to determine the valuation of our awards. The grant date fair value does not necessarily correspond to the actual economic value that may be realized for these awards.

(b)Mr. Lathrop, Jr. resigned from the Board in December 2020. Amounts reflect payments made in 2021 for services Mr. Lathrop provided as a director in 2020.

The following table shows the aggregate number of stock and option awards outstanding for each of our non-employee directors as of December 31, 2021 (whole shares):


Name	Stock Awards(1)	Option Awards(2)
Daniel Gill	3,582	20,000
Bradford Oberwager	3,582	20,000
Bjorn Reynolds	3,582	15,000
W. Carl Drew	3,582	15,000
Benjamin Allen	4,179	15,000
Grace Lee	4,179	15,000

(1)None of the restricted stock units were vested as of December 31, 2021.

(2)Includes 13,758 vested options held by each of Daniel Gill and Bradford Oberwager, 5,291 vested options held by W. Carl Drew, and Bjorn Reynolds, and 4,183 vested options held by Benjamin Allen and Grace Lee as of December 31, 2021.

Pursuant to our non-employee director compensation policy adopted in 2020, an annual retainer of $45,000 is paid to each independent director and while our non-employee director compensation policy does not provide for stock option or other equity award grants, our board of directors expects to make annual equity grants to our independent directors. No additional fees are paid for attendance at meetings. During 2021, we also paid the following additional annual retainers for service as committee chairs and for our Lead Independent Director:


Lead Independent Director	$	5,000	per annum
Audit Committee Chair	$	5,000	per annum
Compensation Committee Chair	$	5,000	per annum
Nominating and Governance Committee Chair	$	2,500	per annum

For 2022, we will continue to pay each non-employee director an annual retainer of $45,000 and pay annual retainers for service as our committee chairs and for our Lead Independent Director as conveyed in the table above. The board also expects to issue equity grants to its directors for their service to the board.

Mr. Goepel, as a director who is also our employee, does not receive any separate cash or equity compensation for his service as a director.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

A stockholder who wishes to communicate with the board of directors may do so by directing a written request addressed to the Chairman of the Board at the address appearing on the first page of this proxy statement.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRINCIPLES

In 2022, we intend to continue our efforts to formalize and improve environmental, social, and governance programs as well as to increase transparency and disclosure about these programs. Our ESG committee, comprised of non-officer employees, is dedicated to the development and oversight of these programs and is advised by the Nominating and Governance Committee. Pursuant to the Nominating and Governance charter, the Nominating and Governance Committee has primary responsibility over Environmental, Social, and Governance matters at the board level.

As reflected elsewhere in this proxy statement, we continued our commitment in 2022 to strong corporate governance principles. Our activities in this area include annual election of all directors, committees of the board comprised of only independent directors, prohibition on pledging and hedging our stock, appointment of a lead independent director, and enhancements to our strong corporate ethics and compliance policies, such as our Code of Business Conduct and Ethics, by introducing four new social policies designed to commemorate human rights, individualism and diversity. These new policies include our Labor and Human Rights Policy, Policy on Freedom of Speech and Expression, Anti-Human Trafficking Policy and our Vendor Code of Conduct.

Some of our efforts to further our social and environmental principles include the programs described below.

Social Responsibility. As a leader in the human capital management industry, we believe that human capital management strategies are an important part of our company values – embrace change; lead with integrity; own the outcome; deliver awesome; and be a good human.

We have the following programs in place to enforce our company values to lead with integrity and deliver awesome. We currently offer paid SHRM-CP training and certification (from the Society for Human Resource Management) to our HR professionals and Certified Payroll Professional (CPP) training and certification (from the American Payroll Association) to our payroll specialists to enable these employees to increase their knowledge base and obtain valuable credentials in their fields.

Environmental Sustainability. Asure recognizes the importance of protecting and maintaining the quality of the environment as an integral part of our operations and is committed to environmental responsibility in the conduct of our operations. Asure’s supports its policy on environmental sustainability through both customer-facing and internal initiatives. First, our solutions help clients leverage digital HR solutions and technology to minimize printing waste, including through electronic payrolls to client employees and electronic signature technologies. Second, internally, we have adopted an environmental management system that encourages recycling and waste management in our business practices and operating procedures. This support includes a commitment to the purchase, use, and disposal of products and materials in a manner that will best utilize natural resources and minimize any negative impact on the earth's environment. Special recycling receptacles have been set up at our offices to promote the separation and collection of designated recyclable materials. We encourage reducing and, when possible, eliminating the use of disposable products. Our source reduction decreases the consumption of valuable resources through workplace practices such as: communication through email and video conferencing and posting employee memos and key document resources on the company intranet; using digital business forms, two-sided photocopying, and minimum packaging; reusing paper clips, folders, binders, packaging material and wooden pallets; and turning off lights when rooms are not in use. We strive to continuously improve our environmental efforts and the impact of our operations on the environment and we have not suffered any major environmental controversy. Our operations do not generate hazardous waste. Despite our efforts to promote environmental sustainability, there are limited risks to the environment related to our business. Specifically, our payroll operations use paper in the printing of payroll checks. Those checks are mailed through the US Postal Service, which may increase fuel consumption and related fuel emissions. We also may be using electricity in certain of our business operations, which is generated by coal. Asure requires its vendors to adopt environmental sustainable plans. Specifically, its Vendor Code of Conduct states that vendors should operate in an environmentally responsible manner, strive to minimize adverse impact on the environment, and comply with all environmental laws, rules, and regulations in the countries in which they operate.

Community. Enforcing our values of be a good human, we have a culture task force whereby employees (through their local office) adopted a charitable program to sponsor. As part of our employee recognition awards in 2020, we made charitable donations to the charities designated by the employees who won the quarterly “be a good human” award and the annual “embrace the change” and “lead with integrity” awards. In addition to their regular paid time off, we also offer employees two days of paid volunteer leave to support their favorite community and charitable organizations.

Employee Safety. With respect to the challenges brought on by the coronavirus (COVID-19) pandemic, we enforced our values of embracing change by implementing various workplace safety measures designed to protect the health and safety of our employees. Specifically, we implemented recommended health and safety measures to minimize the risk of the coronavirus (COVID-19) spread to our employees, clients, and the communities in which we operate. In March 2020, we prohibited all business-related travel and began transitioning our employees to work-from-home arrangements. We qualify as an “essential business” under applicable laws; however, due to strategic planning efforts with regard to our workforce, approximately 39% of our employees worked remotely in 2021. With respect to essential employees who worked in the office, we complied with all CDC, state, and local guidelines.

Data Security. We have the highest commitments to protecting the security of our clients’ information and our internal payroll processes. We maintain SOC 1 and SOC 2 certifications and adhere to NIST guidance on security best practices. Additionally, we employ a director of information security who reports to senior management on a quarterly basis on matters impacting the company’s security and privacy practices. All of our employees are required to go through annual internal infosecurity training, and members of our payroll team receive enhanced fraud prevention and security training. We have also invested in additional fraud prevention tools including software used in connection with our AML/BSA compliance program and we participate in industry-run payroll fraud prevention organizations.

CODE OF BUSINESS CONDUCT AND ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers, and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. These individuals are required to abide by the Code of Business Conduct and Ethics to ensure that our business is conducted in a consistently legal and ethical manner. The Company’s Code of Business Conduct and Ethics covers all areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of its business. Any waivers of the Code of Business Conduct and Ethics for directors or executive officers must be approved by the board of directors. The full text of the Company’s Code of Business Conduct and Ethics is published on our website at https://investor.asuresoftware.com/corporate-governance. We intend to disclose future amendments to, or waivers from, provisions of our Code of Business Conduct and Ethics on our website within four business days following the date of such amendment or waiver.

ANTI-HEDGING POLICY

Under the Company’s insider trading policy, directors, executive officers, and certain other employees who given their roles are reasonably likely to have access to material non-public information, as well as persons sharing their households, are prohibited from engaging in any hedging transactions or other speculative trading in the Company’s securities unless advance approval is obtained from the Company’s compliance committee. Prohibited transactions include short sales, options trading, trading on margin or pledging, and hedging or monetization transactions (including the purchase of financial instruments that hedge or are designed to hedge or offset a decrease in the market value of our securities).

LABOR AND HUMAN RIGHTS POLICY

Asure’s “Labor and Human Rights Policy” formalizes the Company’s commitment to preserving and promoting the fundamental rights of others as reflected in our commitment to labor and human rights. Our codes, standards and programs are built around the recognition that everything we do in connection with our work must reflect the highest possible standards of ethical business conduct and all employees must be treated with respect and dignity. Our commitment to international human rights standards and local laws are rooted in our core values and reinforced through our “Code of Business Conduct and Ethics” and other company policies. We support the aim of the International Labor Organization (ILO), the Universal Declaration of Human Rights (UDHR), the International Bill of Human Rights, and the UN Guiding Principles on Business and Human Rights to arrive at universally accepted labor standards and have therefore adopted internal policies, standards, procedures, and guidelines that are aligned with these policies. Asure’s management is strongly committed to ensuring the continuing development and implementation of our “Labor and Human Rights Policy” and will continue to regularly evaluate these policies to ensure an effective outcome and adherence by our employees as well as holding our suppliers and vendors to the same standards. Additionally, Asure will ensure all employees receive training and/or education enabling them to embody our commitment to these principles.

POLICY ON FREEDOM OF SPEECH AND EXPRESSION

Asure strives to enable its employees to pursue truth, seek knowledge, and develop understanding of what it means to be a member of a civil society. Freedom of speech and expression are indispensable to Asure’s mission. While each member of Asure Software enjoys freedom of speech and expression both within and outside the workplace, such freedom also comes with responsibility. Asure vigorously supports the rights of all employees of Asure Software to freely express their views and to peacefully and lawfully protest against actions and opinions with which they disagree. Asure also recognizes that the right to free speech and expression is not absolute. It must be balanced against the company’s obligation to the principles of freedom and to provide a secure and civil environment where employees can freely exchange ideas and openly engage in deliberation and debate. Open-mindedness, civility, respect, decency, and sensitivity for the opinions and rights of others, however different from one’s own, are crucial to fulfilling Asure’s mission. Asure is committed to freedom of speech and expression and therefore does not have an obligation to insulate members of the Asure team from ideas and opinions that are objectionable, offensive, unwise, ill-conceived, or hateful in nature. Unprotected Speech violates the law or Asure policies. It shall be prohibited and handled through established disciplinary processes (Asure’s Employee Handbook outlines its disciplinary policies and procedures). Consistent with the Code of Business Conduct and Ethics, the company offers training for employees of Asure Software about civil discourse and the freedom of speech and expression. Support and resources are provided for members of Asure Software who experience speech or expression that they find objectionable, offensive, unwise, ill-conceived, or hateful in nature.

ANTI-HUMAN TRAFFICKING POLICY

Asure complies with the United States Government prohibitions on trafficking in persons. Asure is committed to a work environment that is free from human trafficking and slavery, which for purposes of this policy includes forced labor and unlawful child labor. Asure will not tolerate or condone human trafficking or slavery in any part of our global organization. Asure’s employees and its joint ventures, and direct and indirect suppliers, vendors, contractors, subcontractors, business partners, service providers, independent contractors, consultants, and others through whom Asure conducts business must avoid complicity in any practice that constitutes trafficking in persons or slavery.

VENDOR CODE OF CONDUCT

Asure’s “Vendor Code of Conduct” formalizes our commitment to ensuring our vendors reinforce our values and sets forth our expectations that our vendors operate in compliance with the principles outlined in this Code. Asure expects our vendors to conduct their operations in accordance with all applicable professional standards, legal requirements, and this Code. The provisions of this Code are in addition to those specified in any agreement between a Vendor and Asure. Failure to comply with the terms of this Code may jeopardize a Vendor’s relationship with Asure, up to and including termination of some or all of the services being provided by a Vendor to Asure. Applicable terms in a vendor’s contract with Asure supersede any conflicting provisions of this Code.

ITEM 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Marcum LLP, independent registered public accountants, to audit the Company’s consolidated financial statements for the calendar year ending December 31, 2022. We are advised that no member of Marcum LLP has any direct financial interest or material indirect financial interest in the Company or any of its subsidiaries or, during the past three years, has had any connection with the Company or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer, or employee.

Stockholder ratification is not required for the selection of Marcum LLP, because the Audit Committee has the responsibility for the selection of the Company’s independent registered public accounting firm. Nonetheless, the selection is being submitted for ratification at the Annual Meeting solely with a view toward soliciting the stockholders’ opinion thereon, which opinion will be taken into consideration in future deliberations. Even if the selection of Marcum LLP is ratified by the stockholders, the Audit Committee has the discretion to select a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of the Company and its stockholders.

A representative of Marcum LLP will be attending the Annual Meeting and will be available for questions. This representative will further have an opportunity to make a statement if the representative desires.

The Board of Directors recommends voting “FOR” ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF FEES

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of the independent registered public accountants for the next year’s audit, management submits an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. The first category (Audit Fees) includes audit work performed in the preparation of financial statements, as well as work that generally only our independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits and attest services and consultation regarding financial accounting and/or reporting standards. The second category (Audit-Related Fees) includes assurance and related services that are traditionally performed by our independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. The third category (Tax Fees) includes all services performed by our independent registered public accountants’ tax personnel, except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice. The fourth category (All Other Fees) includes items associated with services not captured in the other categories. We generally do not request services other than audit, audit-related and tax services from our independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accountants and management to report actual fees versus the budget at least annually by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accountants for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before such engagement.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated, reports for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Audit Fees - The Company incurred aggregate fees in the amount of $290,000 and $290,000 for professional audit services rendered by Marcum LLP for the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for the calendar years ended December 31, 2021, and December 31, 2020, respectively.

Audit-Related Fees - The Company incurred $7,380 and $16,954 for assurance and related services rendered by Marcum LLP that are reasonably related to the performance of the audit or review of the Company’s financial statements and not reported under “Audit Services” above for the calendar years ended December 31, 2021, and December 31, 2020, respectively.

Tax Fees - The Company incurred no fees for professional services rendered by Marcum LLP for tax compliance, tax advice and tax planning for the calendar years ended December 31, 2021, and December 31, 2020, respectively.

All Other Fees – All fees paid to Marcum LLP by the Company are reported under the fee categories listed above.

The Audit Committee has determined that the provision of services covered by the four preceding paragraphs is compatible with maintaining our independent registered public accounting firm’s independence from the Company.

ITEM 3 - APPROVAL OF THE THIRD AMENDED AND RESTATED RIGHTS AGREEMENT

BACKGROUND

The Company entered into a Rights Agreement on December 19, 2005 with American Stock Transfer & Trust Company LLC (the “Rights Agreement”) to protect the Company’s ability to carry forward its net operating losses (the “NOLs”). The Rights Agreement was designed to assist in limiting the number of 5% or more beneficial owners and thus reduce the risk of a possible “change of ownership” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Any such “change of ownership” under these rules would limit or eliminate our ability to use our existing NOLs for federal income tax purposes. The Rights Agreement was not adopted as an anti-takeover measure.

The Company amended and restated the Rights Agreement (i) as of October 28, 2009 (the “First Amended Rights Agreement”) and (ii) on April 17, 2019, to extend the Final Expiration Date to October 28, 2022 (the “Second Amendment Rights Agreement”), in each case, to protect the Company’s ability to continue to carry forward its NOLs. The Second Amended Rights Agreement is scheduled to expire in October 2022.

As of December 31, 2021, we had federal net operating loss carryforwards of approximately $48.7 million and research and development credit carryforwards of approximately $3.8 million, which will expire in varying amounts in years 2022 through 2041.

To ensure the continued ability to use the Company’s NOLs, our board of directors adopted a Third Amended and Restated Rights Agreement (the “Third Amended Rights Agreement”). The Third Amended Rights Agreement extends the final expiration date from October 28, 2022 to October 28, 2025 and otherwise does not modify the Second Rights Agreement.

We are seeking stockholder approval of the Third Amended Rights Agreement. If stockholders do not approve the Third Amended Rights Agreement, the Second Amended Rights Agreement will expire on October 28, 2022, and the Company’s ability to use these NOLs may be limited if a “change in ownership” as defined by Section 382 of the Code occurs.

SUMMARY OF THE THIRD AMENDED RIGHTS AGREEMENT

A summary of the principal provisions of the Third Amended Rights Agreement is set forth below. The summary is qualified in its entirety by reference to the full text of the Third Amended Rights Agreement, which is attached as Appendix A to this proxy statement.

General

The Third Amended Rights Agreement imposes a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%) of the Company’s then-outstanding common stock. Because this is an extension of previous rights agreements, stockholders who beneficially owned 4.9% or more of the Company’s then-outstanding shares of common stock as of the close of business on October 28, 2009 (the “Record Date”) will not trigger the Third Amended Rights Agreement so long as they do not increase their ownership of common stock after the Record Date by more than one-half of 1% of the then-outstanding shares of common stock. A person or group that acquires shares of the Company’s common stock in excess of the above-mentioned applicable threshold, subject to certain limited exceptions, is called an “Acquiring Person.”

However, a person will not be an “Acquiring Person” if our board of directors determines that such person who would otherwise be an “Acquiring Person,” has become such inadvertently and such person divests as promptly as practicable (as our board of directors determines) a sufficient number of shares of common stock so that such person would no longer be an Acquiring Person. Our board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Third Amended Rights Agreement if it determines the acquisition by such person or group will not jeopardize our NOLs or other tax benefits or is otherwise in the Company’s best interests.

The Rights

On October 28, 2009, our board of directors declared a dividend of one right for each outstanding share of common stock that was distributed to stockholders of record on the Record Date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, $0.01 par value (the “Preferred Stock”), at a price of $1.7465 per one thousandth of a share of Preferred Stock, subject to adjustment. For example, the exercise price would increase tenfold if the reverse split is approved. The rights are not exercisable until the Distribution Date (defined below). Until the rights are exercised, the holders will not have rights as stockholders of the Company, including, without limitation, the right to vote or to receive dividends. Any rights held by an Acquiring Person are void and may not be exercised.

Exercisability of Rights

The rights will not be exercisable until 10 days after a public announcement by us or an Acquiring Person that a person or group has become an Acquiring Person. Until the date that the rights become exercisable (the “Distribution Date”), common stock certificates will evidence the rights and will contain a notation to that effect. Any transfer of shares of common stock prior to the Distribution Date will constitute a transfer of the associated rights. If the rights become exercisable, each right would allow its holder to purchase from us one one-thousandth of a share of Preferred Stock for a purchase price of $1.7465. Each fractional share of Preferred Stock would give the stockholder approximately the same dividend, voting and liquidation rights as one share of common stock. After the Distribution Date, the rights will be separated from the common stock and be evidenced by a rights certificate, which the Company will mail to all holders of the rights that are not void.

In addition, if a person or group becomes an Acquiring Person after the Distribution Date or already is an Acquiring Person and acquires more shares after the Distribution Date, all holders of rights, except the Acquiring Person, may exercise their rights to purchase a number of shares of the common stock (in lieu of Preferred Stock) with a market value of twice the exercise price, upon payment of the purchase price.

Expiration of Rights

The rights will expire on the earliest of:

•the close of business on October 28, 2025 (or October 28, 2022 if stockholders don’t approve the Third Amended Rights before October 28, 2022);

•the exchange or redemption of the Rights;

•consummation of a transaction contemplated by Section 13(d);

•the consummation of a reorganization transaction entered into by the Company resulting in the imposition of stock transfer restrictions that our board of directors determines will provide protection for the Company’s NOLs;

•the repeal of Section 382 of the Code or any successor statute if our board of directors determines the Second Amended Rights Agreement is no longer necessary for the preservation of tax benefits; or

•the beginning of a taxable year to which our board determines that no tax benefits may be carried forward.

Redemption of Rights

The Company may redeem all of the then outstanding rights at a redemption price of $0.01 per right, subject to adjustment., at any time prior to the close of business on the tenth day following the first date of public announcement that a person has become an Acquiring Person or such later date as may be determined by a majority of the members of our board of directors and publicly announced by us. We may pay the redemption price either in common stock or cash.

Exchange of Rights

After a person becomes an Acquiring Person, we may exchange the rights (other than rights owned by the Acquiring Person or its affiliates), in whole or in part, at an exchange ratio of one common share per right, subject to adjustment.

Anti-Dilution Adjustments

We may adjust the purchase price of the Preferred Stock, the number of shares of the preferred shares issuable and the number of outstanding Rights to prevent dilution that may occur as a result of certain events, including a stock dividend, a stock split or a reclassification of the Preferred Stock or common stock.

Amendments

Before the Distribution Date, we may amend or supplement the Third Amended Rights Agreement without the consent of the holders of the Rights. At any time thereafter, we may amend or supplement the Third Amended Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct defective or inconsistent provisions or to make any additional changes that do not adversely affect the interests of the holders of Rights.

CERTAIN FACTORS STOCKHOLDERS SHOULD CONSIDER

Our board of directors believes that continuing to attempt to safeguard the Company’s NOLs is in the Company’s best interests. However, you should consider the factors below when making your decision with respect to the ratification of the Second Amended Rights Agreement.

Continued Risk of Ownership Change. Although the Third Amended Rights Agreement is intended to diminish the likelihood of an “ownership change,” we cannot assure you that it will be effective. The amount by which an ownership interest may change in the future could be affected by many factors, including purchases and sales of shares by stockholders holding 5% or more of our outstanding common stock, decisions over which we have little or no effective control.

Anti-Takeover Effect. While the Third Amended Rights Agreement is not intended to prevent, or even discourage, a proposal to acquire our Company, it may have a potential anti-takeover effect because an Acquiring Person may have his ownership interest diluted upon the occurrence of a triggering event. Accordingly, the overall effects of the Third Amended Rights Agreement may be to render more difficult or discourage a merger, tender offer, or assumption of control by a substantial holder of our securities.

Potential Impact on Value. The Third Amended Rights Agreement could have a negative impact on the trading price and intrinsic value of our common stock by deterring persons or groups of persons from acquiring our common stock, including in acquisitions for which some stockholders might receive a premium above market value.

Potential Effects on Liquidity. The Third Amended Rights Agreement is intended to deter persons or groups of persons from acquiring beneficial ownership of our common stock in excess of the specified limitations. A stockholder’s ability to dispose of our common stock may be limited if the Third Amended Rights Agreement reduces the number of persons willing to acquire our common stock or the amount they are willing to acquire. A stockholder may become an Acquiring Person upon actions taken by persons related to, or affiliated with, them.

The Board of Directors unanimously recommends that you vote “FOR” approval of the Third Amended Rights Agreement.

ITEM 4 - TO APPROVE AN AMENDMENT TO THE ASURE SOFTWARE, INC. 2018 INCENTIVE AWARD PLAN

Subject to stockholder approval, our board of directors has approved an amendment (the “Proposed Amendment”) to the Asure Software, Inc. 2018 Incentive Award Plan (“2018 Plan”) to increase the number of shares of our common stock authorized for issuance under the 2018 Plan by 2,000,000, or from 2,350,000 to 4,235,000 shares. The 2018 Plan was originally adopted by our board in April 2018, which replaced our 2009 Equity Incentive Plan, as amended (“2009 Plan”), and was approved by our stockholders in May 2018. An amendment of the 2018 Plan was approved by our board of directors in April 2019 and by our stockholders in May 2019 to increase the number of shares of common stock available for issuance under the 2018 Plan by 600,000 shares, for a total of 1,350,000 shares. An additional amendment was approved by the board of directors in April 2020 and by our stockholders in May 2020 to increase the number of shares of common stock available for issuance under the 2018 Plan by 1,000,000 shares, for a total of 2,350,000 shares. The 2018 Plan, as amended by the Proposed Amendment, is referred to as the “Amended 2018 Plan.”

As of April 14, 2022, approximately 417,647 shares of our common stock are available for future issuance under the 2018 Plan. Our board of directors believes that increasing the number of authorized shares of our common stock under the Amended 2018 Plan is necessary to ensure that a sufficient reserve of shares remains available for issuance to allow us to continue to use equity incentives at the levels we have deemed necessary to attract and retain the services of individuals we believe are essential to our long-term growth and financial success. We rely on equity incentives primarily in the form of stock options and RSUs to attract and retain employees and believe that such equity incentives are necessary for us to remain competitive in the marketplace for executive talent and other employees. In determining the appropriate number of shares to reserve under the Amended 2018 Plan, our board of directors considered the number of shares currently issued and outstanding and the future needs of our company in trying to attract and retain the services of key individuals to our strategic plan. In determining the requested increase for the Proposed Amendment, our board of directors considered the amount of the share increase relative to both the total number of shares of our common stock outstanding, as well as our fully-diluted shares outstanding. Our board of directors also took into consideration that, as of March 31, 2022, 74% of the stock options granted under our stock incentive award plans (including our 2018 Plan) are currently “out-of-the-money” and therefore do not provide any meaningful incentive or retention benefits to our current employees and non-employee directors. In light of the foregoing, our board of directors believes the additional share request to be appropriate and necessary to meet the objectives of our equity compensation program.

Assuming that this proposal is adopted, we estimate the shares authorized for issuance under our 2018 Amended Plan would be sufficient to grant awards for approximately three years. However, our actual share usage is dependent on a number of important variables, including the future trading price of our common stock, our hiring and promotion activity, our retention needs, and market practices within our industry and geographic region. As a result, the share reserve under our 2018 Amended Plan could last for a longer or shorter period of time than we currently expect.

The Amended 2018 Plan does not contain an annual “evergreen” provision. The Amended 2018 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation programs. If the Amendment is approved, an additional 2,000,000 shares of common stock will be available for future issuances under the Amended 2018 Plan, not including 2,000,000 shares of common stock currently reserved and available for future issuances under the Amended 2018 Plan.

DESCRIPTION OF THE PRINCIPAL FEATURES OF THE AMENDED 2018 PLAN

The following is a summary of the principal features of the Amended 2018 Plan. The summary is qualified in its entirety by reference to the Amended 2018 Plan, which is set forth in Appendix B to this proxy statement.

Administration

The Amended 2018 Plan may be administered by our board of directors, compensation committee or other committee designated by our board of directors. To the extent required to comply with Rule 16b-3 of the Exchange Act, it is intended that each member of the committee will be a “non-employee director” within the meaning of Rule 16b-3. The committee or our board of directors may delegate its powers under the Amended 2018 Plan to one or more members of our board of directors or one or more officers of the Company or any subsidiary. However, no officer may be delegated the authority to grant awards to or amend awards held by senior executives of the Company who are subject to Section 16 of the Exchange Act or any officer or director to whom authority to grant or amend awards has been delegated. The board, committee or delegate thereof, as applicable, are referred to herein as the “plan administrator.”

The plan administrator has the authority to administer the Amended 2018 Plan, including the power to determine eligibility, the types and sizes of awards, the price and vesting schedule of awards, the methods for settling awards, the method of payment for any exercise or purchase price, any rules and regulations the plan administrator deems necessary to administer the Amended 2018 Plan, and the acceleration, amendment or waiver of any vesting restriction.

Eligibility

As of April 14, 2022, persons eligible to participate in the Amended 2018 Plan include all members of our board of directors, currently comprised of six non-employee directors and approximately 518 employees (including one executive officer on our board of directors and two executive officers who are not on our board of directors).

Limitation on Awards and Stock Available

If our stockholders approve the Amended 2018 Plan, the number of shares of our common stock authorized for issuance under the 2018 Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are cancelled or otherwise terminate following the effective date of the 2018 Plan; provided, that no more than 2,000,000 shares may be issued pursuant to the exercise of incentive stock options. The stock issued pursuant to an award under the Amended 2018 Plan may be authorized but unissued stock, stock purchased by the Company on the open market or treasury stock.

If any shares subject to an award under the Amended 2018 Plan or the 2009 Plan are forfeited, expire or are settled for cash, any shares deemed subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended 2018 Plan. In addition, the following shares may be used again for grant under the Amended 2018 Plan: (1) shares tendered or withheld to satisfy the exercise price of an option under the Amended 2018 Plan or 2009 Plan; (2) shares tendered or withheld to satisfy the tax withholding obligations with respect to an award under the Amended 2018 Plan or 2009 Plan; (3) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on its exercise; and (4) shares purchased on the open market with the cash proceeds from the exercise of options. Awards granted under the Amended 2018 Plan in connection with the assumption or substitution of outstanding equity awards previously granted by a company or other entity in the context of a corporate acquisition or merger will not reduce the stock authorized for grant under the Amended 2018 Plan.

The maximum aggregate value of awards that may be granted to any non-employee director pursuant to the Amended 2018 Plan during any calendar year cannot exceed $1,000,000 for such individual’s first year of service as a non-employee director and $500,000 for each year thereafter. The closing price of our common stock on April 14, 2022 as reported by Nasdaq Stock Market was $5.50 per share.

Awards

The Amended 2018 Plan provides for the grant of ISOs, NQSOs, SARs, restricted stock, restricted stock units, performance bonus awards, performance stock units awards, dividend equivalents and other stock or cash-based awards. All awards under the Amended 2018 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. The plan administrator may, in its discretion, limit exercise with respect to fractional shares and require that any partial exercise of an option or SAR be with respect to a minimum number of shares.

Options. Options provide for the purchase of common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NQSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of an option may not be less than 100% of the fair market value of the underlying stock on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of an option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying stock on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the 2018 Plan will be settled in cash or, common stock, or via a promissory note or any other lawful consideration, or a combination of the preceding, as determined by the plan administrator.

Restricted Stock. A restricted stock award is an award of nontransferable common stock that remains forfeitable unless and until specified vesting conditions are met. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Holders of restricted stock will have voting rights and will have the right to receive dividends; however, dividends may not be paid until the applicable restricted stock vests.

Restricted Stock Units. RSUs are contractual promises to deliver common stock (or the fair market value of such stock in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The stock underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in stock, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances). Delivery of the stock underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. On the settlement date or dates, we will unrestricted, fully transferable common stock (or the fair market value of such stock in cash) for vested and nonforfeited RSUs.

Performance Stock Units and Performance Bonus Awards. Performance stock unit awards are denominated in stock or unit equivalents, and performance bonus awards are denominated in cash. Each may be linked to one or more performance or other criteria as determined by the plan administrator.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on common stock and may be granted alone or in tandem with awards. Dividend equivalents may accrue on awards, but shall not be payable unless and until the applicable award vests. Dividend equivalents are not payable with respect to options or SARs.

Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested common stock and other awards valued wholly or partially by referring to, or otherwise based on, our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Amendment and Termination

Our board may amend or terminate the Amended 2018 Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the aggregate number of shares available under the Amended 2018 Plan. However, stock options and SARs may not be repriced without stockholder approval, and stockholder approval will be needed to cancel any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares of common stock. In addition, no amendment, suspension or termination of the Amended 2018 Plan may, without the consent of the affected participant, materially and adversely affect the participant’s rights. No award may be granted pursuant to the Amended 2018 Plan after the tenth anniversary of the date the 2018 Plan was adopted by our board.

Corporate Transactions

The plan administrator has broad discretion to take action under the Amended 2018 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended 2018 Plan and outstanding awards.

If a Change in Control of the Company occurs (as defined in the Amended 2018 Plan), unless the plan administrator elects to (i) terminate an award in exchange for cash, rights or property, or (ii) cause an award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, (A) such award (other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent award substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such award subject to performance-based vesting shall be subject to the terms and conditions of the applicable award agreement and, in the absence of applicable terms and conditions, the plan administrator’s discretion.

U.S. FEDERAL INCOME TAX CONSEQUENCES

With respect to NQSOs, the Company is generally entitled to deduct and the optionee recognizes ordinary income in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock issued at the time of exercise. The gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of such shares of common stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction.

With respect to ISOs, if applicable holding period requirements are met (i.e., the shares acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise), the participant will not recognize taxable income at the time of exercise of the ISO. However, the excess of the fair market value of the common stock issued over the exercise price is an item of tax preference income potentially subject to the alternative minimum tax. The gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of such shares of common stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction. If the holding period requirements described above are not met, the ISO will be treated as one which does not meet the requirements of the Code for incentive stock options and the tax consequences described for NQSOs will apply, although the amount of income recognized by the participant will be the lesser of (a) the excess of the fair market value of the stock at the time of exercise over the exercise price, or (b) the excess of the amount realized on the disposition over the exercise price.

The current federal income tax consequences of other awards authorized under the Amended 2018 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NQSOs; nontransferable restricted stock subject to a substantial risk of forfeiture and restricted stock units will result in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions applicable to such awards lapse (unless, with respect to an award of restricted stock, the recipient elects to accelerate recognition as of the date of grant); stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at ordinary income rates at the time of payment. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) of the Code with respect to covered employees.

NEW PLAN BENEFITS

No awards have been granted pursuant to the 2018 Plan that are contingent upon the approval by our stockholders of the Proposed Amendment to the 2018 Plan. Future awards under the Amended 2018 Plan will be granted at the discretion of the board. As a result, the number of future awards under the Amended 2018 Plan to be received by particular employees or consultants is presently not determinable.

AWARDS GRANTED UNDER THE 2018 PLAN

The following table shows the number of shares of our common stock underlying options and restricted stock units granted under the 2018 Plan to date by certain individuals and certain groups of individuals.


2021 NEOs(1)	Shares Underlying Stock Options(2)	Restricted Stock Units
Patrick Goepel	350,000	3,332
Eyal Goldstein	320,000	3,125
John Pence	195,000	5,832
All current executive officers as a group	865,000	12,289
All current non-employee directors as a group	100,000	55,104
All non-executive employees as a group	1,031,192	246,322

(1)As of the record date April 14, 2022.

(2)Includes both vested and unvested stock options.

The Board of Directors unanimously recommends voting “FOR” approval of the amendment to the

Asure Software, Inc. 2018 Incentive Award Plan to increase

the number of shares of our common stock authorized for issuance by 2,000,000 shares.

ITEM 5 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934 (“Exchange Act”), we are offering our stockholders an opportunity to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in the proxy statement. Although the stockholder vote is an advisory vote only and is not binding on our company or our board of directors, our board and our Compensation Committee will consider the voting results when making future compensation decisions. We currently hold our Say-on-Pay vote every year, so the next advisory vote on the compensation of our named executive officers will occur at our 2023 Annual Meeting.

As described in the “EXECUTIVE COMPENSATION” section immediately below, we believe that our Executive Compensation Program (1) provides a competitive total compensation program that enables us to attract, retain and motivate our executive officers, and (2) aligns the interests of our named executive officers with the interests of our stockholders by focusing on both short-term and long-term performance goals, by promoting ownership of our company, and by rewarding individual performance. For these reasons, we recommend that stockholders vote in favor of the following resolution:

“RESOLVED, that the stockholders hereby approve the compensation of Asure Software, Inc.’s named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Summary Compensation Table and the other related tables and disclosures.”

The Board of Directors recommends voting “FOR” approval of the advisory vote to approve the compensation of our named executive officers.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The following table sets forth information as of April 14, 2022 concerning the executive officers of the Company (other than Mr. Goepel, whose biographical information appears in the table under the Election of Directors section above).

Name

Age

Present Office(s) Held in Our Company

Patrick Goepel

Chairman and Chief Executive Officer

Eyal Goldstein

President and Chief Revenue Officer

John Pence

Chief Financial Officer and Corporate Secretary

There are no family relationships among any of the Company’s executive officers and directors.

Eyal Goldstein joined Asure as Chief Revenue Officer in December 2016 and our board appointed him to serve as President in August 2020. Prior to joining Asure, Mr. Goldstein served as Chief Revenue Officer of Insight Venture Partner’s FilmTrack, a global rights management platform, from March 2013 to December 2016. He previously served three years as Executive Vice President of DAZ Systems, a software company. Prior to DAZ he was Regional Vice President at Oracle Corp. and also served as Vice President at Ceridian Corporation. Mr. Goldstein earned a bachelor’s degree in English from University of Nevada, Las Vegas.

John Pence joined Asure as Chief Financial Officer in November 2020. Prior to joining Asure, Mr. Pence held positions as a CFO as well as a COO at several leading enterprises, including Mobi Corp, a software company, from February 2010 to December 2017 and Beneplace LLC, a leading HR benefits provider, from September 2018 to January 2020. He has 30 years of leadership experience in accounting, finance, and operations at a variety of both publicly traded and privately held technology companies that served both large and small businesses. Mr. Pence is a Certified Public Accountant and received his BBA in Finance and Accounting from the Red McCombs School of Business at the University of Texas, Austin.

SUMMARY COMPENSATION TABLE

The following table shows the compensation awarded or paid to, or earned by, our Chief Executive Officer and our two most highly compensated executive officers serving in such capacity on December 31, 2021. We refer to these employees collectively as our “named executive officers.”


Name and Principal Position	Year	Salary		Bonus(a)		Stock Awards(b)		Option Awards(b)		Non-Equity Incentive Plan Compensation		All Other Compensation(c)		Total
Patrick Goepel	2021	$	367,051	$	210,000	$	—	$	210,511	$	—	$	6,500	$	794,062
Chief Executive Officer	2020	$	300,417	$	4,375	$	51,440	$	422,861	$	—	$	5,556	$	784,649

Eyal Goldstein	2021	$	340,833	$	162,500	$	—	$	545,816	$	—	$	51,875	$	1,101,024
Chief Revenue Officer	2020	$	278,958	$	3,385	$	71,925	$	169,144	$	—	$	51,587	$	575,000

John Pence(d)	2021	$	310,609	$	162,500	$	—	$	210,511	$	—	$	4,725	$	688,345
Chief Financial Officer	2020	$	22,756	$	—	$	69,500	$	233,572	$	—	$	—	$	325,828

(a)Constitutes annual performance-based bonuses paid to the named executive officer pursuant to the Company’s performance-based cash bonus program in which each of our named executive officers participates and includes amounts earned in 2020 but paid in 2021 and earned in 2021 but paid in 2022. In 2020, the bonuses for Mr. Goepel and Mr. Goldstein were previously reported as $157,500 and $131,250, respectively, which reflected amounts earned in 2019, but paid in 2020.

(b)The amounts reported in this column represent the aggregate value of the restricted stock units and stock option awards granted based on their grant date fair value, as determined in accordance with the share-based payment accounting guidance under ASC 718. Refer to Note 9, “Stockholders’ Equity,” in the Notes to the Consolidated Financial Statements appearing in our annual report on Form 10-K filed on March 14, 2022 for the relevant assumptions used to determine the valuation of our stock awards. In last year’s proxy statement, the Stock Awards for Mr. Goldstein was incorrectly reported as $48,225. In last year’s proxy statement, the Option Awards for Mr. Goepel, Mr. Goldstein and Mr. Pence were incorrectly reported as $390,293, $156,117, and $195,146, respectively. Last year, the amounts in these columns for 2020 were incorrectly calculated using the fair value as of September 29, 2019. We have updated the fair value of the stock awards and option awards to our named executive officers for 2020 to reflect the fair value of such awards as of the grant date, when they were issued.

(c)Amounts in this column include the dollar value of any matching contributions made by the Company to the 401(k) account of the named executive officer during the calendar year and approximately $47,000 in living expenses to Mr. Goldstein for his apartment in Austin, Texas during calendar years 2020 and 2021.

(d)Mr. Pence joined Asure as Chief Financial Officer in November 9, 2020.

Narrative to Summary Compensation Table

2021 Salaries

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role, and responsibilities.

For fiscal year 2021, Mr. Goepel, Mr. Goldstein, and Mr. Pence had annual base salaries of $350,000, $325,000, and $300,000, respectively. The annual base salaries were determined by our Compensation Committee.

For fiscal year 2022, Mr. Goepel, Mr. Goldstein, and Mr. Pence base salaries will be $350,000, $325,000, and $325,000 respectively. These amounts were approved by our Compensation Committee and were effective March 2022.

2021 Bonuses

We maintain an annual performance-based cash bonus program in which each of our named executive officers participated in 2021. Each of our named executive officers’ target bonus was equal to 50% - 60% of base salary for 2021 and earned subject to the achievement of certain performance criteria, as determined by the Compensation Committee. The 2021 annual bonuses paid to Mr. Goepel, Mr. Goldstein, and Mr. Pence were $210,000, $162,500, and $162,500, respectively. The Compensation Committee approved targeted bonuses equal to 60% - 75% of base salary for 2022 for each of our named executive officers, subject to the achievement of certain performance criteria.

Equity Compensation

Historically, we have granted options to purchase our common stock to our named executive officers in connection with their commencement of employment and have a practice of granting options to purchase our common stock and/or restricted stock units to our named executive officers annually after their year of hire. Our stock options generally vest over 3 or 4 years, with the first installment vesting on the first anniversary of the date of grant and then quarterly thereafter. The exercise price per share of the options we grant to our named executive officers equals the closing trading price of our common stock on the date of grant or, if our stock is not traded on that date, the immediately preceding trading date.

Restricted stock units typically vest one third on the first anniversary of the grant date and the remaining two thirds vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date.

On May 13, 2021, Mr. Goepel, Mr. Goldstein, and Mr. Pence were each granted options to purchase 60,000 shares at an exercise price of $7.86 per share. These options vest one third on the first anniversary of the grant date and the remaining two thirds vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. On December 27, 2021 Mr. Goldstein was granted an option to purchase 100,000 shares at an exercise price of $7.72 per share. This options vest one third on the first anniversary of the grant date and the remaining two thirds vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date.

On March 9, 2022, Mr. Goepel, Mr. Goldstein, and Mr. Pence were each granted options to purchase 90,000, 40,000, and 60,000 shares, respectively, at an exercise price of $6.74 per share. These options vest one third on the first anniversary of the grant date and the remaining two thirds vest over a period of two years in equal monthly installments, with the last such vesting date being the third anniversary of the grant date.

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. In March 2022, the Compensation Committee approved a discretionary Profit Sharing Contribution for 2022 of $18,300 per executive officer to be funded consistent with the Company’s standard 401(k) matching practice. In addition, all of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and AD&D insurance.

Perquisites, Tax Gross-Ups and Other Personal Benefits

Except as provided in the Summary Compensation Table under “All Other Compensation,” we do not provide perquisites, tax gross-ups or other personal benefits to our named executive officers.

OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

The following table sets forth information concerning unexercised options and stock awards for each of the named executive officers listed in the Summary Compensation Table, outstanding as of December 31, 2021:


		Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested
Patrick Goepel	4/6/2017	50,000	—	$	9.86	4/6/2022
	5/16/2018(1)	50,000	—	$	14.20	12/15/2022
	6/30/2020(2)	75,009	74,991	$	6.43	6/30/2025
	6/30/2020(3)	—	—	$	—		3,999	$	31,312
	5/13/2021(4)	—	60,000	$	7.86	5/13/2026

Eyal Goldstein	4/6/2017	30,000	—	$	9.86	4/6/2022
	9/2/2019(2)	45,005	14,995	$	6.44	9/2/2024
	6/30/2020(2)	30,011	29,989	$	6.43	6/30/2025
	6/30/2020(3)	—	—	$	—		3,750	$	29,363
	5/13/2021(4)	—	60,000	$	7.86	5/13/2026
	12/27/2021(5)	—	100,000	$	7.72	12/27/2026

John Pence	11/10/2020(6)	—	—	$	—		6,666	$	52,195
	11/10/2020(2)	27,090	47,910	$	6.95	11/10/2025
	5/13/2021(4)	—	60,000	$	7.86	5/13/2026

(1)Option vests and becomes exercisable in four equal annual installments beginning December 15, 2018, subject to the executive’s continued service to the Company through the applicable vesting date.

(2)Option vests and becomes exercisable in respect of 33% of the shares underlying the option on the first anniversary of the grant date and in respect of 2.78% of the shares underlying the option monthly thereafter, in each case, subject to the executive’s continued service to the Company through the applicable vesting date.

(3)Represents grant of restricted stock units that vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2021, which was $7.10.

(4)Represents grant of non-qualified stock options issued to Mr. Goepel, Mr. Goldstein, and Mr. Pence on May 13, 2021, which non-qualified stock options vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date.

(5)Represents grant of non-qualified stock options issued to Mr. Goldstein on December 27, 2021, which non-qualified stock options vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date.

(6)Represents grant of restricted stock units that vest 33% on the first anniversary of the grant date and the remaining shares vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2021, which was $7.10.

EXECUTIVE COMPENSATION ARRANGEMENTS

We are party to an offer letter with each of our named executive officers, other than Mr. Goepel, pursuant to which we require our named executive officers to enter into our standard confidentiality agreement and establish the named executive officer’s initial base salary, discretionary bonus eligibility and benefit entitlements.

We entered into an amended and restated employment agreement with Mr. Goepel in August 2011. Under the employment agreement, we provided for Mr. Goepel to be paid an annual base salary of $200,000, which was increased to $350,000 effective October 1, 2016, to be eligible to receive a discretionary annual bonus, for certain benefit entitlements and for an initial equity award grant in the form of a stock option. Under the employment agreement, in the event Mr. Goepel’s employment is terminated by us for other than cause, he is entitled to receive six months of base salary.

In December 2017, our compensation committee adopted the Company’s Executive Change in Control Severance Plan (the “CIC Plan”). Under the CIC Plan, in the event we terminate the employment of a named executive officer without cause or a named executive officer resigns for good reason, in each case, during the twelve month period commencing on a change in control (or within 90 days prior to the change in control if such termination is at the request of the third party effecting the change in control), the Company will (i) continue to pay the named executive officer his or her base salary for 12 months, (ii) a pro-rated target bonus, (iii) continued health care coverage for up to 12 months, (iv) full accelerated vesting of all outstanding equity awards and (v) each option shall remain exercisable for its full term. Any such severance benefits are subject to the named executive officer providing the Company a general release of claims. Severance payable to Mr. Goepel under the CIC Plan will be reduced by any severance paid in connection with his amended and restated employment agreement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the amount of our common stock beneficially owned as of April 14, 2022, by each person who is known by us to beneficially own more than five percent of our common stock, each of our directors, director nominees, and named executive officers, and all directors and executive officers as a group.


	Shares Beneficially Owned(1)(2)
Name of Beneficial Owner	Number		Percent
Private Capital Management, LLC	2,570,085	(3)	12.8	%
ArrowMark Colorado Holdings, LLC	1,399,199	(4)	7.0	%
Archon Capital Management LLC	1,354,693	(5)	6.7	%
The Vanguard Group	1,190,872	(6)	5.9	%
Richard Strong	1,067,133	(7)	5.3	%
Pacific Ridge Capital Partners, LLC	1,067,036	(8)	5.3	%
Patrick Goepel	1,032,076	(9)	5.1	%
Eyal Goldstein	177,252	(10)	*
Daniel Gill	122,592	(11)	*
John Pence	75,437	(12)	*
W. Carl Drew	42,682	(13)	*
Bradford Oberwager	28,592	(14)	*
Benjamin Allen	25,777	(15)	*
Bjorn Reynolds	12,682	(16)	*
Grace Lee	10,977	(17)	*
All directors and executive officers as a group (9 persons)	1,528,067		7.6	%

* Indicates ownership of less than 1% of the total outstanding shares

(1)Beneficial ownership as reported in the above table has been determined in accordance with Rule 13d-3 under the Exchange Act. The persons and entities named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, except as noted below. Amounts shown include shares of our common stock issuable upon exercise of outstanding options and restricted stock units that vest within 60 days after April 14, 2022.

(2)Except for the percentages of certain parties that are based on presently exercisable options which are indicated in the footnotes to the table, the percentages indicated are based on 20,070,927 shares of our common stock issued and outstanding on April 14, 2022. In the case of parties holding presently exercisable options, the percentage ownership is calculated on the assumption that the shares presently held or purchasable within the next 60 days underlying such options are outstanding.

(3)Pursuant to Schedule 13G (Amendment No. 2) filed with the SEC on February 4, 2022, Private Capital Management, LLC holds sole voting and dispositive power over 921,863 shares and shared voting and dispositive power over 1,648,222 shares. The principal business address of the reporting person is 8889 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108. Private Capital Management, LLC is an investment advisor registered under the Investment Company Act of 1940 and beneficially owns shares of our common stock on behalf of investment funds or accounts it manages.

(4)Pursuant to Schedule 13G (Amendment No. 4) filed with the SEC on February 14, 2022, representing the number of shares beneficially owned as of December 31, 2021. The principal business office of ArrowMark Colorado Holdings, LLC (“ArrowMark”) is 100 Fillmore Street, Suite 325, Denver, Colorado 80206. Arrowmark holds sole voting and dispositive power over 1,399,199 shares. ArrowMark is an investment advisor registered under the Investment Company Act of 1940 and beneficially owns shares of our common stock on behalf of investment funds or accounts it manages.

(5)Pursuant to Schedule 13G filed by Archon Capital Management LLC and Constantinos Christofilis with the SEC on February 14, 2022, Archon Capital Management LLC holds shared voting and dispositive power over 1,354,693 shares, and Constantinos Christofilis holds shared voting and dispositive power over 1,354,693 shares. Archon Capital Management LLC is the relevant entity for which Constantinos Christofilis may be considered a control person. The principal business addresses of the reporting persons are Archon Capital Management LLC, 1100 19th Avenue E, Seattle, Washington 98112 and Constantinos Christofilis c/o Archon Capital Management LLC, 1100 19th Avenue E, Seattle, Washington 98112.

(6)Pursuant to Schedule 13G filed with the SEC on February 9, 2022, The Vanguard Group holds sole dispostive power over 1,181,967. Additionally, the Vanguard group holds shared voting power over 3,164 shares and shared dispositive power over 8,905 shares. The principal business address of the reporting person is 100 Vanguard, Malvern, PA 19355.

(7)Pursuant to Schedule 13G filed with the SEC on February 3, 2022, Richard Strong holds shared voting power over 918,385 shares and shared dispositive power over 918,385 shares. Richard Strong holds sole voting power and sole dispositive power over 148,748 shares. The principal business address of the reporting person is 833 East Michigan Street, Suite 1800 Milwaukee, WI 53202.

(8)Pursuant to Schedule 13G (Amendment No. 2) filed with the SEC on February 10, 2022, Pacific Ridge Capital Partners, LLC holds sole voting power over 932,996 shares and sole dispositive power over 1,067,036 shares. The principal business address of the reporting person is 4900 Meadows Rd., Suite 320, Lake Oswego, Oregon 97035.

(9)Consists of 814,556 shares held directly by Mr. Goepel and 217,520 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

(10)Consists of 32,229 shares held directly by Mr. Goldstein and 145,023 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

(11)Consists of 106,180 shares held directly by Mr. Gill or through his revocable trust, as well as 16,412 shares issuable upon the vesting of restricted stock units and the exercise of options exercisable within 60 days of April 14, 2022.

(12)Consists of 14,168 shares held directly by Mr. Pence and 61,269 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

(13)Consists of 34,180 shares held directly by Mr. Drew and 8,502 shares issuable upon vesting of restricted stock units and the exercise of options exercisable within 60 days of April 14, 2022.

(14)Consists of 12,180 shares held directly by Mr. Oberwager and 16,412 shares issuable upon exercise of options exercisable within 60 days of April 14, 2022.

(15)Consists of 18,383 shares held directly by Mr. Allen and 7,394 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

(16)Consists of 4,180 shares held directly by Mr. Reynolds and 8,502 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

(17)Consists of 3,583 shares held directly by Ms. Lee and 7,394 shares issuable upon vesting of restricted stock units and exercise of options exercisable within 60 days of April 14, 2022.

APPROVAL OF TRANSACTIONS WITH RELATED PARTIES

The board of directors reviews all transactions involving the Company in which any of our directors, director nominees, significant stockholders and executive officers and their immediate family members are participants to determine whether such person has a direct or indirect material interest in the transaction. No directors or officers were involved in a transaction that exceeded $120,000. All directors, director nominees and executive officers must notify us of any proposed transaction involving us in which such person has a direct or indirect material interest. Such proposed transaction is then reviewed by either the Audit Committee or a special committee of independent directors, which determines whether or not to approve the transaction. After such review, the reviewing body approves the transaction only if it determines that the transaction is in, or not inconsistent with, the best interests of the Company and its stockholders. Review and approval of such transactions fall under Section D(2) of the Company’s Audit Committee Charter.

OTHER MATTERS

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company’s officers, directors and persons who beneficially own more than 10% of the Company’s common stock (“10% Stockholders”) to file reports of ownership and changes in ownership with the SEC and Nasdaq. Such officers, directors, and 10% Stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms that they file. Based solely upon information provided to the Company by individual officers, directors, and 10% Stockholders, Asure believes that all of these filing requirements were satisfied by the Company’s officers, directors, and 10% Stockholders in calendar year 2021, other than a Form 4 for Mr. Drew that was filed on May 26, 2021.

STOCKHOLDER PROPOSALS

A stockholder seeking to include a proposal in our proxy statement and form of proxy card for the 2023 Annual Meeting must submit such proposal to us by December 30, 2022. Shareholder proposals for inclusion in our proxy statement must comply with SEC Rule 14a-8 and should be addressed to: Corporate Secretary, Asure Software, Inc., 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746. If the date of the 2023 Annual Meeting is changed by more than 30 days from the date of the 2022 Annual Meeting, then the deadline for inclusion of proposals in our proxy statement is a reasonable time before we begin to print and mail our proxy materials.

A stockholder may also nominate a director or bring other business before the stockholders at the 2023 Annual Meeting but must comply with the advance notice procedures in our Bylaws. In general, the Bylaws require written notice of any stockholder proposals for other business or director nominations to be delivered or mailed to and received by the Secretary at our principal executive offices at 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746 between March 2, 2023 and April 1, 2023, and the written notice must contain the specific information required in our Bylaws. If the date of the 2023 Annual Meeting changes by more than 30 days from the anniversary date of the 2021 Annual Meeting, the written notice must be received by us no later than the close of business on the 10th day following the earlier of the date on which we first mail notice of the date of the 2023 Annual Meeting or otherwise make public disclosure of the date. Proposals for director nominees and other business submitted through this process will not be included in our proxy materials sent to stockholders prior to the meeting.

Under our Bylaws, the stockholder’s notice of a director nomination must set forth (a) as to each person whom the stockholder proposes to nominate for election as director, all information relating to the person that would be required to be disclosed in solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, including such person’s written consent to being named as a nominee and to serve as a director if elected; (b) as to the stockholder giving notice, the name and address of the person as they appear on our books and the class and number of shares beneficially owned and owned of record by the person; and (c) as to the beneficial owner, if any, on whose behalf the nomination is made, the name and address of the person and the class and number of share beneficially owned by the person.

Under our Bylaws, the stockholder’s notice of a proposal for other business must set forth (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on our books, of the stockholder proposing the business and the name and address of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of our shares of our common stock that are owned beneficially and of record by the stockholder and by the beneficial owner, if any, on whose behalf the proposal is being made; and (iv) any material interest of the stockholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business.

The above summary of our Bylaws is qualified in its entirety by reference to the full text of our Bylaws. In addition to the notice and information requirements contained in our Bylaws, to comply with the universal proxy rules (when effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 1, 2023 (the 60th day prior to the first anniversary of the annual meeting for the preceding year’s annual meeting).

PROXY SOLICITATION AND COSTS

The enclosed proxy is being solicited by the board of directors of the Company. We will bear the entire cost of solicitation of proxies on behalf of the Company, including preparation, assembly, printing and mailing of this proxy statement, the enclosed proxy card, and the enclosed annual report for fiscal year 2021. We will reimburse banks, brokers, and other custodians, nominees, and fiduciaries for their costs of sending the proxy soliciting material to our beneficial owners. Our officers, directors and other regular employees may, without additional compensation, solicit consents personally or by facsimile, telephone, e-mail, or special letter.

HOUSEHOLDING

Some banks, brokers and other record holders engage in the practice of “householding” proxy statements and annual reports. “Householding” is the term used to describe the practice of delivering a single set of proxy statements and annual reports to any household at which two or more stockholders reside if a company reasonably believes the stockholders are members of the same family. This procedure reduces the volume of duplicate information stockholders receive and also reduces a company’s printing and mailing costs. We will promptly deliver an additional copy of either document to any stockholder who writes or calls us at the following address or phone number: Investor Relations, Asure Software, Inc., 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746, (512) 859-3562. Stockholders may also use the above contact information for requests from (i) individual stockholders in households currently receiving a single copy of annual reports and proxy statements who wish to receive separate copies in the future and (ii) two or more stockholders in households receiving multiple copies of annual reports and proxy statements who wish to receive a single copy of annual reports and proxy statements in the future.

ANNUAL REPORT ON FORM 10-K

We will provide to any stockholder without charge a copy of our 2021 annual report on Form 10-K upon written request to our Secretary at Asure Software, Inc., 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746. Our annual report booklet and this proxy statement are also available online at https://investor.asuresoftware.com/financial-information.

OTHER BUSINESS

As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other than the items referred to in this proxy statement. If any other matter is properly brought before the Annual Meeting for action by stockholders, proxies will be voted in accordance with the recommendation of the board or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

By order of the Board of Directors,

/s/ PATRICK GOEPEL

Patrick Goepel

Chief Executive Officer

Austin, Texas

APPENDIX A


ASURE SOFTWARE, INC. THIRD AMENDED AND RESTATED RIGHTS AGREEMENT Dated effective October 28, 2022

TABLE OF CONTENTS


		PAGE
SECTION 1.	CERTAIN DEFINITIONS	36
SECTION 2.	APPOINTMENT OF RIGHTS AGENT	40
SECTION 3.	ISSUANCE OF RIGHTS CERTIFICATES	40
SECTION 4.	FORM OF RIGHTS CERTIFICATES	42
SECTION 5.	COUNTERSIGNATURE AND REGISTRATION	42
SECTION 6.	TRANSFER, SPLITUP, COMBINATION AND EXCHANGE OF RIGHTS CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHTS CERTIFICATES	43
SECTION 7.	EXERCISE OF RIGHTS; PURCHASE PRICE; EXPIRATION DATE OF RIGHTS	44
SECTION 8.	CANCELLATION AND DESTRUCTION OF RIGHTS CERTIFICATES	45
SECTION 9.	RESERVATION AND AVAILABILITY OF PREFERRED SHARES	45
SECTION 10.	PREFERRED SHARES RECORD DATE	46
SECTION 11.	ADJUSTMENT OF PURCHASE PRICE, NUMBER OF SHARES OR NUMBER OF RIGHTS	46
SECTION 12.	CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF SHARES	52
SECTION 13.	INTENTIONALLY OMITTED	53
SECTION 14.	FRACTIONAL RIGHTS AND FRACTIONAL SHARES	53
SECTION 15.	RIGHTS OF ACTION	53
SECTION 16.	AGREEMENT OF RIGHTS HOLDERS	53
SECTION 17.	RIGHTS CERTIFICATE HOLDER NOT DEEMED A STOCKHOLDER	54
SECTION 18.	CONCERNING THE RIGHTS AGENT	54
SECTION 19.	MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT	54
SECTION 20.	DUTIES OF RIGHTS AGENT	55
SECTION 21.	CHANGE OF RIGHTS AGENT	57
SECTION 22.	ISSUANCE OF NEW RIGHTS CERTIFICATES	57
SECTION 23.	REDEMPTION	57
SECTION 24.	EXCHANGE	58
SECTION 25.	NOTICE OF CERTAIN EVENTS	59
SECTION 26.	NOTICES	59
SECTION 27.	SUPPLEMENTS AND AMENDMENTS	60
SECTION 28.	SUCCESSORS	60
SECTION 29.	DETERMINATIONS AND ACTIONS BY THE BOARD OF DIRECTORS, ETC.	60
SECTION 30.	BENEFITS OF THIS AGREEMENT	61
SECTION 31.	SEVERABILITY	61
SECTION 32.	GOVERNING LAW	61
SECTION 33.	COUNTERPARTS	61
SECTION 34.	DESCRIPTIVE HEADINGS	61
SECTION 35.	PROCESS TO SEEK EXEMPTION	61
EXHIBIT A		64
EXHIBIT B		68
EXHIBIT C		73

THIRD AMENDED AND RESTATED RIGHTS AGREEMENT

This THIRD AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”) is dated effective as of October 28, 2022, by and between Asure Software, Inc., a Delaware corporation (f/k/a Forgent Networks, Inc.) (the “Company”), and American Stock Transfer & Trust Company LLC, a New York limited liability trust company (the “Rights Agent”).

RECITALS

A.The Company has experienced substantial operating losses in previous years, and under the Internal Revenue Code of 1986, as amended (the “Code”), and rules promulgated by the Internal Revenue Service, the Company may “carry forward” its net operating losses (the “NOLs”) in certain circumstances to offset current and future earnings, and thus reduce its federal income tax liability (subject to certain requirements and restrictions).

B.If the Company experiences an “ownership change,” as defined in Section 382 of the Code, its ability to use its NOLs could be substantially limited or lost altogether.

C.The Company believes that its NOLs are a substantial asset of the Company and that it is in the best interest of the Company and its stockholders that the Company provide for the protection of the Company’s NOLs on the terms and conditions set forth in this Agreement.

D.The Company entered into a Rights Agreement with the Rights Agent on December 19, 2005 (the “Prior Rights Agreement”).

E.Effective as of December 15, 2005, (the “Rights Dividend Declaration Date”), the Board of Directors of the Company authorized and declared a dividend of one Preferred Share purchase right (a “Prior Right”) for each Common Share (as hereinafter defined) of the Company outstanding as of the Close of Business (as hereinafter defined) on December 31, 2005.

F.Effective as of October 28, 2009 (the “Record Date”), the Board of Directors of the Company approved modifications to the terms and conditions of the Prior Right (as modified, the “Right”) and entered into an Amended and Restated Rights Agreement (the “Amended Rights Agreement”) with the Rights Agent in accordance with the rights, preferences and privileges set forth in the form of Amended and Restated Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock attached to this Agreement as Exhibit A subject to the terms and subject to the conditions set forth in this Agreement.

G.On April 17, 2019, the Board of Directors of the Company amended the Amended Rights Agreement to extend its Expiration Date to October 28, 2022 and entered into a Second Amended and Restated Rights Agreement with the Rights Agent (the “Second Amended Rights Agreement”). The stockholders approved the Second Amended and Restated Rights Agreement on May 29, 2019.

H.Each Right represents the right to purchase one one-thousandth (1/1000) of a share of Series A Junior Participating Preferred Stock (as such number may be adjusted pursuant to the provisions of this Agreement). The Board of Directors of the Company further authorized and directed the issuance of one Right (as such number may be adjusted pursuant to the provisions of this Agreement) with respect to each Common Share that shall become outstanding between the Record Date and the earlier of the Distribution Date and the Expiration Date (as such terms are hereinafter defined), and in certain circumstances after the Distribution Date.

I.The Company desires to amend and restate the Second Amended Rights Agreement to extend the Expiration Date to be effective, subject to the approval of the stockholders, on October 28, 2022.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements set forth in this Agreement, the parties hereby agree as follows:

SECTION 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the following terms have the meanings indicated:

a.“Adjustment Shares” shall have the meaning set forth in Section 11(a) of this Agreement.

b.“Acquiring Person” shall mean any Person (other than the Company, any Related Person or any Exempt Person) who, itself or together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 4.9% or more of the Common Shares then outstanding; and provided, however, that (i) if, as of the Record Date, any Person is the Beneficial Owner of 4.9% or more of the outstanding Common Shares, such Person shall not be deemed to be an Acquiring Person unless and until such time as (A) such Person or Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares representing one-half of 1% or more of the then outstanding Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated substantially equally, or (B) any other Person who is the Beneficial Owner of Common Shares thereafter becomes an Affiliate or Associate of such Person; provided that the foregoing exclusion shall cease to apply with respect to any Person at such time as such Person, together with all Affiliates and Associates of such Person, ceases to Beneficially Own 4.9% or more of the then outstanding Common Shares, and (ii) a Person will not be deemed to have become an Acquiring Person solely as a result of an acquisition of Common Shares by the Company which reduces the number of Common Shares outstanding unless and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated substantially equally, or (B) any other Person who is the Beneficial Owner of Common Shares thereafter becomes an Affiliate or Associate of such Person. Notwithstanding the foregoing, if the Board determines that a Person who would otherwise be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(b) (i) has become such inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Shares that would otherwise cause such Person to be an Acquiring Person or (B) such Person was aware of the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement), and such Person divests as promptly as practicable (as determined by the Board) a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person” as defined pursuant to the foregoing provisions of this Section 1(b), or (ii) but characterizing such Person as an “Acquiring Person” would adversely impact the availability of the Company’s NOLs to a greater extent than not characterizing such Person as an “Acquiring Person”, then in each case, such Person shall not be deemed, and shall never have been deemed, to be an “Acquiring Person” for any purposes of this Agreement unless and until such Person shall again become an Acquiring Person.

c.“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on the date of this Agreement, and to the extent not included within the foregoing clause of this Section 1(c), shall also include, with respect to any Person, any other Person (other than a Related Person or an Exempt Person) whose Common Shares would be deemed constructively owned by such first Person pursuant to the provisions of Section 382 of the Code, or any successor provision or replacement provision, provided, however, that a Person will not be deemed to be the Affiliate or Associate of another Person solely because either or both Persons are or were Directors of the Company.

d.“Agreement” shall have the meaning set forth in the recitals at the beginning of this Agreement.

e.A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “Beneficially Own” any securities:

i.which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (

SEC Form DEF 14A filed by Asure Software Inc