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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/20 Asure Software Inc 8-K/A:5,9 5/27/20 2:84K Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 34K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 7K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 27, 2020
(Date of earliest event reported)
Asure Software, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
74-2415696 |
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|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
(Address of principal executive offices) |
(Zip Code) |
512-437-2700
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, 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))
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
ASUR |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
This Form 8-K/A is being filed to correct the date of the amendment to its Restated Certificate of Incorporation in Item 5.03 and the vote tally on the election of directors vote reported under Item 5.07.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 28, 2020, the Company amended its Restated Certificate of Incorporation to increase the total number of authorized shares of capital stock from 23,500,000 to 45,500,000 and the number of authorized shares of common stock from 22,000,000 to 44,000,000. A copy of the amendment to the Company’s Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 27, 2020, we held our 2020 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, 2020; (iii) approve an amendment to our Restated Certificate of Incorporation to increase the total number of authorized shares of capital stock from 23,500,000 to 45,500,000 and the number of authorized shares of common stock from 22,000,000 to 44,000,000; (iv) approve an amendment to the Asure Software, Inc. 2018 Incentive Award Plan to increase the number of shares of common stock authorized for issuance by 1,000,000 shares; (v) approve an amendment to the Asure Software, Inc. Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance by 250,000 shares; and, (vi) approve, on a non-binding advisory basis, the compensation of our named executive officers.
The final voting results for each of these proposals are as follows:
Election of Directors (Item 1):
Ratification of the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2020 (Item 2):
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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|||
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12,146,889 |
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15,115 |
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4,861 |
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0 |
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Approval of an amendment to our Restated Certificate of Incorporation to increase the total number of authorized shares of capital stock from 23,500,000 to 45,500,000 and the number of authorized shares of common stock from 22,000,000 to 44,000,000 (Item 3):
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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|||
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11,690,297 |
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457,367 |
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19,201 |
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0 |
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Approval of an amendment to the Asure Software, Inc. 2018 Incentive Award Plan to increase the number of shares of common stock authorized for issuance by 1,000,000 shares (Item 4):
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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|||
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8,319,789 |
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571,546 |
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3,942 |
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3,271,588 |
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Approval of an amendment to the Asure Software, Inc. Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance by 250,000 shares (Item 5):
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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|||
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8,731,576 |
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160,159 |
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3,542 |
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3,271,588 |
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Approval, on a non-binding advisory basis, the compensation of our named executive officers (Item 6):
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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|||
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8,071,358 |
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154,277 |
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669,642 |
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3,271,588 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT NUMBER |
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DESCRIPTION |
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3.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ASURE SOFTWARE, INC. |
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Dated: June 2, 2020 |
By: |
/s/ Kelyn Brannon |
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Kelyn Brannon, Chief Financial Officer |
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | ||||
| Filed on: | 6/2/20 | |||
| 5/28/20 | ||||
| For Period end: | 5/27/20 | 8-K, DEF 14A, PRE 14A | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/24 Asure Software Inc. 10-K 12/31/23 82:7.9M 2/27/23 Asure Software Inc. 10-K 12/31/22 78:8.3M 11/07/22 Asure Software Inc. S-8 11/07/22 4:138K 3/14/22 Asure Software Inc. 10-K 12/31/21 78:14M 3/11/21 Asure Software Inc. 10-K 12/31/20 99:9.7M Workiva Inc Wde… FA01/FA 12/18/20 Asure Software Inc. 424B5 1:573K Toppan Merrill/FA 12/17/20 Asure Software Inc. 424B5 1:571K Toppan Merrill/FA 11/09/20 Asure Software Inc. S-8 11/09/20 3:103K Federal Filings, LLC/FA 8/10/20 Asure Software Inc. 10-Q 6/30/20 66:5.8M Federal Filings, LLC/FA |