Asure Software Urges Stockholders to Vote White Proxy Card; All Three Major Independent Proxy Advisory Services Conclude That Di
August 21 2009 - 4:41PM
Marketwired
Asure Software (NASDAQ: ASUR), a leading provider of workforce
management software, today reiterated its encouragement for all
stockholders to return the Company-provided WHITE proxy card with
votes FOR the election of Richard J. Agnich, Nancy L. Harris, Lou
Mazzucchelli, Ray R. Miles, Richard N. Snyder and James H. Wells 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.
"We are gratified that the three major independent proxy
advisory services that have issued recommendations in this contest
have all agreed with our position that a complete overhaul of the
Board is not in the best interests of our stockholders," said Nancy
L. Harris, President and Chief Executive Officer. "In their
analyses, each concluded that the dissident group led by Pinnacle
Fund and Red Oak Partners has not provided a sufficient long-term
strategic plan to justify a vote for their entire slate, nor have
they presented a strong enough case to remove all of our current
directors. They also noted that the current Board and management
team have made progress with the long-term strategic transformation
of the Company, as reflected by our recent increases in bookings,
substantial reductions in operating expenses and other
value-creating improvements."
On August 13, 2009, Asure issued preliminary fiscal
fourth-quarter results stating that bookings were up 11%, total
backlog grew 7%, revenue and gross margins were both up 1%, and 108
new customers were added over the previous quarter.
Two of the proxy advisory services, ISS Governance Services/Risk
Metrics Group and Proxy Governance, Inc., released their reports on
August 20, 2009, with recommendations that stockholders vote for
only two or three of the dissidents' nominees, respectively. As
noted in Asure's release of August 18, 2009, Glass Lewis & Co.
previously issued its recommendation to vote in favor of four of
the six Company-supported nominees.
"As we have said repeatedly in our communications to
stockholders, we remain open to having productive discussions with
the dissident group to consider qualified candidates who would
bring added strength to the Board," Harris said. "The consensus
seems to be that adding two candidates from the dissident slate
would be appropriate. We acknowledge this and intend to continue to
work with the dissident group to enhance our Board with appropriate
representation if stockholders vote in favor of our slate."
In its report, ISS/RiskMetrics stated, "While recognizing that
the company has suffered from operating and share price performance
issues, we note that the dissident has not provided a detailed
operating plan for the company" and that several of the changes
proposed by the dissidents "are similar to the Board's plan." It
adds that "the Board deserves credit" for reducing operating
expenses, successfully navigating the Company during challenging
economic times, and reshaping the Company with targeted goals for
returning Asure to profitability.
In a similar vein, Proxy Governance stated in its report, "We
believe shareholders should set a very high bar -- such as endemic
and fatal conflicts of interests or profound inability to address
strategic challenges -- to justify a complete replacement of the
incumbent board, given the corresponding risk of destabilizing a
company." Proxy Governance then concluded that such standard had
not been met in this case.
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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