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Item 9A. Controls and Procedures

2024-02-26 compared with 2023-02-27 · 22 added, 21 removed, 115 unchanged (27% of the section changed)

10 unchanged sentences

Changes in Internal Control Over Financial Reporting

There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

Performance Stock Unit Grants

Effective January 1, 2024, the Compensation Committee of the Board of Directors (the “Compensation Committee”) approved the grant of performance stock units (“PSU”) pursuant to a Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement (the “PSU Award Agreement”) under the 2018 Plan to Pat Goepel, John Pence and Eyal Goldstein payable in the form of RSUs.

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The RSUs granted pursuant to the PSU Award Agreement will vest over a three year period with one-third vesting on the Final Payment Date (as defined in the PSU Award Agreement) and each of the two years thereafter.

Third Amended and Restated By-Laws

Effective February 21, 2024, the board of directors (the “Board”) of the Company approved Amendment No.

2 (the “Amendment”) to the Third Amended and Restated By-Laws of the Company (as amended the “By-Laws”).

The Amendment, among other things:

• addresses the universal proxy rules adopted by the SEC, by providing that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has, or is part of a group that has, complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended (such rule, “Rule 14a-19”), including applicable notice and solicitation requirements;

• requires a shareholder that solicits proxies pursuant to Rule 14a-19 and the Bylaws to provide evidence that it has met the requirements of Rule 14a-19;

• requires director nominees to provide certain additional information, including but not limited to written representations that such nominee if elected will serve as a director and comply with Company policies;

• provides that if a shareholder does not comply with Rule 14a-19, the Company will disregard proxies and votes for such shareholder’s nominees.

The above summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, effective February 21, 2024, a copy of which is filed as Exhibit 3.5 to this Annual Report on Form 10-K and is incorporated herein by reference.

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended ).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Code of Ethics

The Company has adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to directors, officers and employees.

It may be accessed through the “Corporate Governance” section of the Company’s website at investor.asuresoftware.com/corporate-governance .

Asure also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through the Company’s website, and such information will remain available on this website for at least a twelve month period.

We have adopted a code of ethics entitled “Code of Business Conduct and Ethics” that applies to directors, officers and employees.

It may be accessed through the “Corporate Governance” section of our website at investor.asuresoftware.com/corporate-governance .

Asure also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics,” through our website, and such information will remain available on this website for at least a twelve month period.

A copy of the “Code of Business Conduct and Ethics” is available in print to any stockholder who requests it.

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EXHIBIT NUMBER DESCRIPTION

Asset Purchase Agreement among Asure Payroll Tax Management LLC, Payroll Tax Management, Inc., Financial Business Group Holdings, and Alden J.

Blowers, dated as of July 1, 2020 (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed July 13, 2020).

Asset Purchase Agreement, among Evolution Payroll Processing LLC, USA Processing, Inc., Mary VanWyck-Fiannaca and Frank Fiannaca, dated as of September 30, 2021 (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed October 6, 2021).

Asset Purchase Agreement, among Evolution Payroll Processing LLC, Paydata Payroll Systems, Inc., Summit Trahan Revocable Trust data 2/10/09, as amended and restated U/A/D 6/12/12, Michael J.

Trahan, and Michael J.

Trahan, as Seller Representative, dated as of September 30, 2021 (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed October 6, 2021).

Restated Certificate of Incorporation (Previously filed as an Exhibit to the Company’s Quarterly Report on Form 10-Q (File No.

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1-34522), filed April 6, 2020).

Amendment to No.

2 to Third Amended and Restated Bylaws.*

Specimen Certificate for the Common Stock (Previously filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No.

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1-34522) for its Annual Meeting of Shareholders held on May 27, 2020).+

EXHIBIT NUMBER DESCRIPTION

Form of Indemnification Agreement (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

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1-34522), filed December 21, 2017).

First Amendment to Executive Change in Control Severance Plan, dated January 1, 2024.+*

EXHIBIT NUMBER DESCRIPTION

Asure Software, Inc.

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1-34522), filed March 11, 2021).+

Loan and Security Agreement, dated as of September 10, 2021, among Asure Software, Inc., and Structural Capital Investments III, LP, Ocean II PLO LLC as administrative and collateral agent and the other lenders that are or become parties thereto (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed September 16, 2021).

Secured Term Promissory Note, dated as of September 10, 2021, between Asure Software, Inc.

and Ocean PLO LLC (Previously filed as an Exhibit to the Company’s Current Report on Form 8-K (File No.

1-34522), filed September 16, 2021).

Lease between 405 Colorado Holdings LP and Asure Software Inc., dated February 4, 2022.

1 unchanged sentence

1-34522), filed March 14, 2022)

Amendment No.

1 to Loan and Security Agreement between Structural Capital Investments III, LP Ocean II PLO LLC and Asure Software, Inc.

effective as of April 1, 2022 (Previously filed as an Exhibit to the Company's Quarterly Report on Form 10-Q (File No.

1-34522), filed August 8, 2022).

Form of 2023 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan (Previously filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K (File No.

1-34522) filed February 27, 2023) +

Form of 2024 Performance Stock Unit Award Grant Notice and Performance Stock Unit Award Agreement under the Company’s 2018 Incentive Award Plan*

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished, not filed)**

Dodd-Frank Clawback Policy*

101 The following materials from Asure Software, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL:

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures