UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2022
ASURE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 1-34522 | | 74-2415696 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | |
| 3700 N. Capital of Texas Hwy #350 Austin, Texas | | | | 78746 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | |
| 512-437-2700 |
| (Registrant’s Telephone Number, including Area Code) |
| None |
| (Former name, former address and former fiscal year, if changed since last report) |
| | | | | |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
|
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | ASUR | | The Nasdaq Capital Market |
| Series A Junior Participating Preferred Share Purchase Rights | | N/A | | N/A |
| | | | | | | | | | | | | | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter). |
|
| Emerging growth company | ☐ | | | |
| | | | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
|
| ☐ | | | |
Item 1.01. Entry into a Material Definitive Agreement
On April 14, 2022, the Board of Directors (the “Board”) of Asure Software, Inc. (the “Company”) approved a Third Amended and Restated Rights Agreement (the “Third Amended Rights Agreement”), to be dated effective October 28, 2022, subject to the approval of the Company’s stockholders. On May 31, 2022, the Third Amended Rights Agreement was approved by the stockholders at the 2022 Annual Meeting of Stockholders.
The Third Amended Rights Agreement is identical to the Second Amended and Restated Rights Agreement dated April l7, 2019, except that, it extends the Final Expiration Date (as defined in the Third Amended Rights Agreement), from October 28, 2022, to October 28, 2025.
The foregoing summary of the Third Amended Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended Rights Agreement, which is filed as Exhibit 4.1 incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 is incorporated herein by reference in its entirety.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2022, we held our 2022 Annual Meeting of Stockholders, at which stockholders voted on proposals to (i) elect the seven directors listed below, each to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified; (ii) ratify the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022; (iii) approve the Asure Software, Inc. Third Amended and Restated Rights Agreement; (iv) approve the amendment to the Asure Software, Inc. 2018 Incentive Award Plan; and, (v) approve, on a non-binding advisory basis, the compensation of our named executive officers. There were 16,348,944 shares of common stock represented either in person or by proxy at the meeting.
The final voting results for each of the proposals are as follows:
Election of Directors (Item 1): The stockholders elected the following individuals as directors of the Company with the following votes:
| | | | | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Withheld | | Broker Non-Votes |
| Benjamin Allen | | 13,547,774 | | | 70,867 | | | 2,730,303 | |
| W. Carl Drew | | 13,547,832 | | | 70,809 | | | 2,730,303 | |
| Daniel Gill | | 13,502,590 | | | 116,051 | | | 2,730,303 | |
| Patrick Goepel | | 13,375,439 | | | 243,202 | | | 2,730,303 | |
| Grace Lee | | 13,463,675 | | | 154,966 | | | 2,730,303 | |
| Bradford Oberwager | | 13,547,667 | | | 70,974 | | | 2,730,303 | |
| Bjorn Reynolds | | 11,570,016 | | | 2,048,625 | | | 2,730,303 | |
Ratification of the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Item 2): The stockholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022. The proposal was supported by 99.84% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 16,324,235 | | | 20,723 | | | 3,986 | | | 0 |
Approval of the Asure Software, Inc. Third Amended and Restated Rights Agreement (Item 3): The stockholders approved the third amended and restated rights agreement to be dated effective October 28, 2022. The proposal was supported by 96.54% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 13,147,778 | | | 461,667 | | | 9,196 | | | 2,730,303 | |
Approval of the amendment to the Asure Software, Inc. 2018 Incentive Award Plan (Item 4): The stockholders approved the amendment to the Asure Software, Inc. 2018 Incentive Award Plan. The proposal was support by 69.11% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 9,412,420 | | | 4,192,248 | | | 13,973 | | | 2,730,303 | |
Approval, on a non-binding advisory basis, of the compensation of our named executive officers (Item 5): On an advisory basis, the stockholders approved the compensation of the Company’s named executive officers. The proposal was supported by 91.97% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 12,525,238 | | | 288,715 | | | 804,688 | | | 2,730,303 | |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | ASURE SOFTWARE, INC. |
| | |
| Dated: June 3, 2022 | By: | /s/ John Pence |
| | Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
