Asure Software, Inc. (NASDAQ:ASUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Asure Software, Inc. (NASDAQ:ASUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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On March 31, 2020, J. Randall Waterfield informed our board of directors of his resignation as a board member of Asure Software, Inc. (the “Company”) effective immediately. His decision to resign was not due to any disagreement on any matter relating to our operations, policies or practices. Mr. Waterfield served on the Company’s Compensation Committee, Governance and Nominating Committee and Audit Committee.

On April 1, 2020, our board of directors amended the Company’s Third Amended and Restated Bylaws to increase the size of the board of directors to eight. To fill the vacancies created by the resignation of Mr. Waterfield and the increase in the size of the board of directors, our board of directors elected Bjorn Reynolds, Laureen DeBuono and Carl Drew to serve as directors until the next annual meeting of stockholders or until each of their successors is duly elected and qualified, effective immediately.

Mr. Reynolds, age 44, is the founder of Safeguard Global and has served as its CEO since 2005. Prior to founding Safeguard Global, he served as Payline Sales Director at Ceridian from 2000 to 2005. He has been recognized in Payroll World’s Top 50 in 2015, as a “Game Changer” by Workforce magazine in 2012 and has been nominated as EY’s “Entrepreneur of the Year.”

Ms. DeBuono, age 62, has over 30 years of executive management experience as president and CEO, COO, CFO and General Counsel of various public and private companies in San Francisco and Silicon Valley. She has been serving as Partner Emeritus at FLG Partners since 2018 and will be its Managing Partner effective May 2020. She was a Partner in FLG Partners from 2011 to 2017. Ms. DeBuono is a member of the State Bar of California.

Mr. Drew, age 60, has served as the CFO of Harvard Maintenance, Inc. since 2014 and also as its COO since 2018. He has extensive experience working with capital markets as CFO for CompuPay, Inc., Interval International, Pollo Tropical, GL Homes, Theater Acquisitions Group, and others.

Mr. Reynolds, Ms. DeBuono and Mr. Drew do not have any family relationships with any of our executive officers or directors. There are no arrangements or understandings between and amongst Mr. Reynolds, Ms. DeBuono, Mr. Drew and any other person to which each one was elected as a director. There are no related party transactions between Mr. Reynolds, Ms. DeBuono, Mr. Drew and the Company that require disclosure.

Lastly, Rhonda Parouty, the Company’s COO, left the Company effective March 31, 2020. Subject to customary conditions, following cessation of her employment, Ms. Parouty will be entitled to receive severance pay amounting to $150,000 less applicable withholdings and lawful deductions to be paid in accordance with our normal pay practices.

On April 6, 2020, the Company issued a press release announcing changes to its board members and executive leadership. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 1, 2020, the Company amended its Third Amended and Restated Bylaws to increase the size of its board of directors to eight directors. A copy of the amendment to the Company’s Third Amended and Restated Bylaws is attached hereto as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

 

 

ASURE SOFTWARE INC Exhibit
EX-3.1 2 ex_180240.htm EXHIBIT 3.1 ex_180240.htm   Exhibit 3.1   AMENDMENT NO. 1   TO   THIRD AMENDED AND RESTATED BYLAWS   OF   ASURE SOFTWARE,…
To view the full exhibit click here

About Asure Software, Inc. (NASDAQ:ASUR)

Asure Software, Inc. is a global provider of cloud-based software-as-a-service (SaaS) solutions that help companies to bring people, time, space and assets together. The Company serves approximately 6,000 clients in over 80 countries. The Company offers a range of solutions to help its clients optimize and manage mobile workforces and global workspaces. Its SaaS-based offerings include asset management, mobile room scheduling, mobile time tracking, scheduling software, space utilization solutions, tablet-based time clocks, time clocks, touch panels for room scheduling and workplace business intelligence (BI) analytics. It offers approximately two product lines, including AsureSpace and AsureForce. Its AsureSpace provides workplace management solutions that enable organizations to manage their office environments and manage real estate utilization. Its AsureForce time and labor management solutions help organizations to manage labor and labor administration costs and activities.

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