Glass Lewis Recommends Asure Software Stockholders Vote in Favor of Four Company-Backed Nominees for Board of Directors
August 18 2009 - 12:07PM
Marketwired
Asure Software (NASDAQ: ASUR), a leading provider of workforce
management software, announced today that Glass Lewis & Co., a
leading independent proxy advisory service, has recommended that
Asure stockholders VOTE the WHITE PROXY in favor of four of the
Company's six nominees for Board of Directors, and not vote for the
slate nominated by the dissident group led by Pinnacle Fund and Red
Oak Partners.
Glass Lewis recommends that stockholders return the
Company-provided WHITE proxy card with votes FOR the election of
Richard J. Agnich, Nancy L. Harris, Lou Mazzucchelli and Ray R.
Miles to the Board, and FOR the ratification of Ernst & Young
as the Company's independent auditor, at the Company's annual
meeting of stockholders to be held August 28, 2009. In addition,
Glass Lewis recommends that stockholders NOT return the
Pinnacle/Red Oak blue proxy card. Glass Lewis' clients include
institutional investors, mutual funds, pension funds and other
fiduciaries.
In its analysis, Glass Lewis stated, "We note that the
Dissident's plan for improvement contains objectives that are
similar to the Company's own strategic plan. As such, we do not
find that the Dissident's concerns warrant replacement of the
entire board."
Glass Lewis further noted, "In general, we believe that
incumbent management, with access to more and better information
regarding the company, should be given the benefit of the doubt
regarding its strategic business decisions. As a rule, we are
reticent to recommend the removal of incumbent directors or in
favor of Dissident nominees unless one of the following two things
has occurred: (i) there are serious problems at the company and the
newly proposed nominees have a clear and realistic plan to solve
these problems; or (ii) the current board has undertaken an action
clearly contrary to the interests of shareholders (or failed to
take an action clearly to the benefit of shareholders)."
"We are very pleased that a well-respected, independent third
party such as Glass Lewis, in its careful review of our recent
shareholder value creation accomplishments and future strategic
growth plans, recommends that stockholders vote for four of Asure's
nominees and not return the Pinnacle/Red Oak proxy card," said
Nancy L. Harris, President and Chief Executive Officer of Asure.
"We are also gratified that Glass Lewis agrees with our Board's
position that it would be very detrimental to all stockholders if
the Pinnacle/Red Oak slate were to gain control of the Board. We
are pleased that Glass Lewis, in its report, recognizes that the
Asure Board has been proactive in repositioning and transforming
the Company. In the interests of all our stockholders, however, we
remain open to discussion with Pinnacle/Red Oak to come to a
compromise settlement and end this distracting, disruptive and
costly proxy contest."
About Asure Software
Headquartered in Austin, Texas, Asure Software (ASUR), (a d/b/a
of Forgent Networks, Inc.), empowers small to mid-size
organizations and divisions of large enterprises to operate more
efficiently, increase worker productivity and reduce costs through
a comprehensive suite of on-demand workforce management software
and services. Asure's market-leading suite includes products that
optimize workforce time and attendance tracking, benefits
enrollment and tracking, pay stubs and W2 documentation, expense
management, and meeting and event management. With additional
offices in Warwick, Rhode Island, Vancouver, British Columbia, and
Mumbai, India, Asure serves 3,500 customers around the world. For
more information, please visit www.asuresoftware.com.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:
Statements in this press release regarding Asure's business
which are not historical facts are "forward-looking statements"
that involve risks and uncertainties. Such risks and uncertainties,
which include those associated with continued listing of the
Company's securities on the NASDAQ Capital Market, could cause
actual results to differ from those contained in the
forward-looking statements.
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