Asure Software (ASUR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2025, with seven director seats up for election and several key proposals on the agenda.

• Proposals include ratification of a new auditor, extension of a rights agreement to protect $46M in NOLs, amendment to the 2018 Incentive Award Plan, and advisory votes on executive compensation and its frequency.

• Board recommends voting in favor of all proposals and a three-year frequency for say-on-pay votes.

Voting matters and shareholder proposals

• Election of seven directors, each to serve until the 2026 annual meeting.

• Ratification of CBIZ CPAs PC as the new independent auditor following Marcum LLP’s resignation due to acquisition.

• Approval sought for the Fourth Amended and Restated Rights Agreement to extend NOL protection to 2028.

• Amendment to the 2018 Incentive Award Plan to add 2,250,000 shares for equity compensation.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with board recommending every three years.

Board of directors and corporate governance

• Board consists of seven members, majority independent, with diverse backgrounds in technology, finance, and human resources.

• Committees include Audit, Compensation, and Nominating & Governance, all comprised of independent directors.

• Lead Independent Director role established to ensure independent oversight due to combined CEO/Chairman role.

• Annual retainer for non-employee directors is $45,000, with additional fees for committee chairs and equity grants.