Asure Software (ASUR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 2, 2025, to address director elections, auditor ratification, rights agreement extension, incentive plan amendment, executive compensation, and voting frequency on pay proposals.

• Board recommends voting for all proposals, including extending the rights plan to protect $46 million in net operating losses and increasing shares for the incentive plan by 2,250,000.

• Proxy materials and annual report are available online; shareholders can vote by mail, phone, or internet.

Voting matters and shareholder proposals

• Seven directors are nominated for election, each to serve until the 2026 meeting.

• Ratification of CBIZ CPAs PC as the new independent auditor for 2025 following Marcum LLP’s resignation.

• 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 votes on executive compensation and on the frequency of future say-on-pay votes, with board recommending a three-year interval.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025.

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.

• Annual election of all directors and strong ethics policies, including anti-hedging and clawback provisions.