PSSR PASSUR Aerospace Inc (CE)

Notice of Annual Meeting of Shareholders

April 8, 2022

The Annual Meeting of Shareholders (the “Annual Meeting”) of PASSUR Aerospace, Inc. (the “Company”) will be held at 2:00 p.m., Eastern time, on Friday, April 8, 2022.  Due to the continuing public health concerns relating to the COVID-19 pandemic and to protect the health and well-being of our shareholders and employees, the Annual Meeting will be held as a virtual-only meeting conducted via a live Internet webcast.  Instructions for attending the virtual annual meeting, including the URL and password for accessing the virtual meeting website, are included in the enclosed proxy card. You will not be able to attend the Annual Meeting in person at a physical location.  

The Annual Meeting is being held for the following purposes:

1. To elect nine directors to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified; 

2.To hold a non-binding advisory vote to approve the Company’s executive compensation; 

3.To hold a non-binding advisory vote on the frequency of an advisory vote to approve the Company’s executive compensation; 

4.To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the fiscal year ending October 31, 2022; and 

5.To transact such business as may properly come before the meeting or any adjournment or adjournments thereof. 

Information relating to the above items is set forth in the accompanying proxy statement (the “Proxy Statement”).

Only shareholders of record, as shown by the stock transfer books of the Company, at the close of business on February 16, 2022, will be entitled to vote at the Annual Meeting (or any adjournment or postponement thereof). A list of shareholders eligible to vote at the Annual Meeting will be available for inspection during the Annual Meeting on the virtual meeting website.

Whether you expect to attend the Annual Meeting or not, your vote is important. To assure your representation at the meeting, please sign and date the enclosed proxy card and return it promptly in the enclosed envelope, which requires no additional postage if mailed in the United States or Canada.

PASSUR Aerospace, Inc.
PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of PASSUR Aerospace, Inc. (the “Company”) for use at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 2:00 p.m., Eastern time, on Friday, April 8, 2022, and at any adjournment or postponement thereof.  Distribution of this Proxy Statement and the enclosed proxy card to shareholders is scheduled to begin on or about March 18, 2022.

Due to the continuing public health concerns relating to the COVID-19 pandemic and to protect the health and well-being of our shareholders and employees, the Annual Meeting will be held as a virtual-only meeting conducted via a live Internet webcast.  Instructions for attending the virtual annual meeting, including the URL and password for accessing the virtual meeting website, are included in the enclosed proxy card.  You will not be able to attend the Annual Meeting in person at a physical location.  

Shares cannot be voted at the Annual Meeting unless the owner thereof is present in person (by means of remote communication) or by proxy. All properly executed and unrevoked proxies in the accompanying form that are received in time for the Annual Meeting will be voted at the Annual Meeting, or any adjournment or postponement thereof, in accordance with any specification thereon, or if no specification is made, such proxies will be voted “FOR” the election of the named director nominees, “FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers, “FOR” the approval, on an advisory basis, of a three-year frequency of an advisory vote on the compensation of the Company’s named executive officers, and “FOR” the ratification of BDO USA, LLP as the Company’s independent registered public accountants for the fiscal year ending October 31, 2022. The Board of Directors knows of no other matters which may be brought before the Annual Meeting. However, if any other matters are properly presented for action, it is the intention of the named proxies to vote on them according to their best judgment. Any person giving a proxy may revoke it by written notice to the Company, or by delivering a valid, later-dated proxy in a timely manner, at any time prior to the exercise of the proxy. In addition, although mere attendance at the Annual Meeting will not revoke the proxy, a person present at the Annual Meeting (by means of remote communication) may withdraw his or her proxy and vote by ballot during the virtual meeting. If you hold shares in street name, you must contact the firm that holds your shares to change or revoke any prior voting instructions. Rights of appraisal or similar rights of dissenters are not available to shareholders of the Company with respect to any matter to be acted upon at the Annual Meeting. The Company will bear the entire cost of the solicitation of proxies for the Annual Meeting.      

VOTING SECURITIES AND VOTE REQUIRED

The Company’s only class of voting securities outstanding is its Common Stock, par value $0.01 per share (the “Common Stock”). At the Annual Meeting, each shareholder of record at the close of business on February 16, 2022 will be entitled to one vote for each share of Common Stock owned on that date as to each matter properly presented at the Annual Meeting. As of February 16, 2022, there were 7,712,091 shares of Common Stock outstanding. The presence, in person (by means of remote communication) or by proxy, of holders of at least one-third of the shares of Common Stock outstanding as of February 16, 2022 is necessary to constitute a quorum at the Annual Meeting. Assuming the presence of a quorum at the Annual Meeting, the affirmative vote of a plurality of the votes cast by holders of shares of Common Stock present in person (by means of remote communication) or represented by proxy at the meeting and entitled to vote is required for the election of the Company’s directors.

The Board of Directors is seeking a non-binding, advisory vote to approve the compensation of the Company’s named executive officers. The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (by means of remote communication), or represented by proxy at the meeting, and entitled to vote, is required to approve, on an advisory basis, the compensation of the Company’s named executive officers. While the shareholder vote on the Company’s executive compensation is non-binding and advisory in nature, the Board of Directors intends to carefully consider the outcome of such vote at the Annual Meeting.

The Board of Directors is also seeking a non-binding, advisory vote on the recommended frequency with which the Company is to hold future shareholder advisory votes on the compensation of the Company’s named executive officers. Shareholders may indicate whether they recommend an advisory vote on our executive compensation to be held once every one, two or three years, or they may abstain from voting on this proposal. The frequency receiving the highest number of votes (among votes properly cast at the Annual Meeting) will be considered the frequency recommended by the shareholders. While the shareholder vote on the recommended frequency with which the Company is to hold future shareholder advisory votes on the Company’s executive compensation is non-binding and advisory in nature, the Board of Directors intends to carefully consider the outcome of such vote at the Annual Meeting.

The affirmative vote of a majority of the votes cast by holders of shares of Common Stock present in person (by means of remote communication), or represented by proxy at the meeting, and entitled to vote, is required to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022.

An abstention with respect to any proposal will be counted as present for purposes of determining the existence of a quorum. In the event of a “broker non-vote” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) with respect to any proposal coming before the meeting caused by the beneficial owner’s failure to authorize a vote on such proposal), the proxy will be counted as present for the purpose of determining the existence of a quorum. Under New York law, abstentions and broker non-votes, if any, will not be counted as votes cast and therefore will have no effect. Please note that brokers may no longer use discretionary authority to vote shares on the election of directors or any other proposal to be considered at the Annual Meeting (other than the proposal to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm) if they have not received instructions from their clients. If your shares are held in “street names,” whether through a broker, bank or other nominee, only they can sign a proxy card with respect to your shares. You are, therefore, urged to contact the person responsible for your account and give them instructions for how to complete a proxy card representing your shares so that it can be timely returned on your behalf. Please vote your proxy so your vote can be counted. An automated system administered by the Company’s transfer agent will be used to tabulate the proxies.

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I.  ELECTION OF DIRECTORS

In accordance with our bylaws, the Board of Directors has fixed the number of directors constituting the entire Board at nine.  The directors of the Company are elected annually and hold office for the ensuing year until the Company’s next annual meeting of shareholders and until their successors are elected and qualified.  

Nine directors currently serve on the Board of Directors, as follows: G.S. Beckwith Gilbert, Brian G. Cook, Paul L. Graziani, Kurt J. Ekert, Richard L. Haver, Robert M. Stafford, Ronald V. Rose, Michael Schumaecker and Michael O. Hulley.  The terms of all nine directors currently serving on the Board of Directors will expire at the Annual Meeting.  The Board has nominated each of the nine current directors to stand for election to the Board at the Annual Meeting, each to serve until the Company’s next annual meeting of shareholders and until their successors are duly elected and qualified.  

The election of each of the named nominees as a director of the Company requires the affirmative vote of a plurality of the votes cast by holders of Common Stock present in person (by means of remote communication) or represented by proxy at the meeting and entitled to vote. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Unless otherwise directed, the persons named in the accompanying form of proxy intend to vote at the Annual Meeting “FOR” the election of the nominees named below as directors of the Company, to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THE BOARD’S NINE NOMINEES.

Each of the individuals named as a nominee below has consented to being named in this Proxy Statement and to serve as a director of the Company if elected.  If any nominee is unable to stand for election when the election takes place, the shares represented by valid proxies will be voted in favor of the remaining nominees and for such person, if any, as shall be designated by the present Board of Directors to replace such nominee. The Board of Directors does not presently anticipate that any nominee will be unable to stand for election.

Information Concerning Directors and Nominees

The following information with respect to the principal occupation or employment, other affiliations, and business experience of each nominee during the last five years has been furnished to the Company by such nominee. Except as indicated, each of the nominees has had the same principal occupation for the last five years. All of the nominees are currently directors of the Company.

G. S. Beckwith Gilbert, age 80, has served as Non-Executive Chairman of the Board of Directors since August 9, 2019 and as a director of the Company since his election in 1997.  He previously held the position of Chairman of the Board from 1997 to August 2019.  Mr. Gilbert also serves as the Chairman of the Executive Committee of the Board.  Mr. Gilbert was appointed as Chief Executive Officer of the Company in October of 1998 and served as such until his retirement from that post on February 1, 2003. Mr. Gilbert is President and Chief Executive Officer of Field Point Capital Management Company, a merchant-banking firm, a position he has held since 1988. Mr. Gilbert is also Chairman Emeritus of the Board of Fellows of Harvard Medical School, a director of the Yale Cancer Center, and a member of the Council on Foreign Relations. Mr. Gilbert is a graduate of Princeton University (magna cum laude). He also received an MBA from New York University (evening sessions) and a MS in Immunology from Rockefeller University (with a focus on cancer). In addition, he is an honorary member of the Class of 2004 at Weill Cornell Medical College. Mr. Gilbert’s current service as Chairman of the Board and Chairman of the Executive Committee and prior service as Chief Executive Officer of the Company, as well as his prior board and executive management experience, allow him to provide in-depth knowledge of the Company and other valuable insight and knowledge to the Board.

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Brian G. Cook, age 57, has served as Chief Executive Officer of the Company since February 2020, as President of the Company since June 2020, and as a director of the Company since November 26, 2018. Mr. Cook previously served as Chief Executive Officer and a member of the board of directors at CyFIR from September 2018 until January 2020.  Mr. Cook is currently a director at PTG Technologies. Mr. Cook has held the position of Vice President and General Manager Travel and Transportation at DXC Technology, where he led the integration of CSC’s and Hewlett Packard Enterprise Services transportation division into a single business unit at DXC, creating one of the world’s largest transportation technology services businesses serving airlines, airports, rail and logistics providers. During his 29 years of executive leadership, he has held a number of positions in the travel industry, including Vice President and General Manager, Travel and Transportation at Hewlett Packard, President, SITA Airline Solutions North America, Vice President, SITA Passenger Solutions, and Director, Information Technology at Star Alliance. Mr. Cook’s knowledge of the Company through his service as a director of the Company, as well as his executive leadership and business management experience in the transportation and travel sectors, allow him to bring valuable industry insight and knowledge to the Board.

Paul L. Graziani, age 64, has been a director of the Company since 1997.  Mr. Graziani is currently the Chairman of the Audit Committee of the Board.   He currently serves as Chief Executive Officer of AGI (an Ansys Company), a leading producer of commercially available analysis and visualization software for the aerospace, defense, and intelligence communities, a position he has held since January 1989. From AGI’s beginning, Mr. Graziani has spearheaded work practices that have earned local, state, and national recognition. AGI’s innovative work environment and the software produced there, have won several entrepreneurial excellence awards. Mr. Graziani is chairperson of the boards of Cesium, OneSky and ComSpOC and CEO of ComSpOC. He is a director emeritus of the United States Geospatial Intelligence Foundation (USGIF), a member of the board of governors of the Aerospace Industries Association (AIA), and an associate fellow of the American Institute of Aeronautics and Astronautics (AIAA). Mr. Graziani is also a former member of the board of governors for the Civil Air Patrol (CAP), and today he serves as chairperson of the Civil Air Patrol Foundation. Additionally, he serves as vice chairperson of the Federation of Galaxy Explorers (FOGE); is a life director of The Space Foundation; and previously served on the Advisory Board for Penn State Great Valley. Mr. Graziani earned a B.S. in biology from LaSalle College, but quickly pivoted his career by virtue of his software development skills, launching into satellite command and control systems with General Electric’s Space Division in 1980. Mr. Graziani’s knowledge of the Company through his service as a Director of the Company, as well as his experience as CEO of a software company, allow him to bring valuable insight and knowledge to the Board.

Kurt J. Ekert, age 51, has been a director of the Company since September 10, 2009, and has extensive global operating leadership and governance experience with a track record of growth and turnaround performance in global travel, tourism, and technology. Mr. Ekert became the President of Sabre Corporation, one of the world’s leading travel technolgoy companies, in early 2022.  Prior to joining Sabre, Mr. Ekert was the President and Chief Executive Officer of Carlson Wagonlit Travel (CWT), the world’s leading digital business travel management company, for five years.  Prior to CWT, Mr. Ekert was Chief Commercial Officer at Travelport, where he led the operational turnaround that enabled a successful IPO in 2014. He previously held senior executive roles at GTA and Orbitz Worldwide, as well as executive roles at Cendant and Continental Airlines. Mr. Ekert also held prior governance roles as Chairman of the U.S. Department of Commerce Travel & Tourism Advisory Board, and as a director of Carlson Travel Inc., eNett, the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children. He also currently serves as a director of smarTours and ZYTLYN Technologies.  Mr. Ekert’s knowledge of the Company through his service as a Director of the Company, as well as his executive management and business experience in both travel and technology allow him to bring valuable insight and knowledge to the Board.  

Office (“NFOIO”), and the next year became the Technical Director of the Naval Ocean Surveillance Information Center. He subsequently held the senior civilian position at NFOIO, serving as Technical Director until assuming the position of Special Assistant to the Director of Naval Intelligence in 1981. He was selected as Deputy Director of Naval Intelligence in June 1985, a position he held until 1989. Mr. Haver was selected by Secretary of Defense Dick Cheney in July 1989 to the position of Assistant to the Secretary of Defense for Intelligence Policy. From 1992 to 1995, he served as the Executive Director for Intelligence Community Affairs. In 1998, he assumed the duties of Chief of Staff of the National Intelligence Council and Deputy to the Assistant Director of Central Intelligence for Analysis and Production. In 1999, Mr. Haver joined TRW as Vice President and Director, Intelligence Programs. He led business development and marketing activities in the intelligence market area for their Systems & Information Technology Group. He also served as liaison to the group's strategic and tactical C3 business units, as well as TRW's Telecommunications and Space & Electronics groups. Mr. Haver was selected by Vice President Cheney to head the Administration's Transition Team for Intelligence and then selected by Secretary of Defense Donald Rumsfeld as the Special Assistant to the Secretary of Defense for Intelligence. He returned to the private sector in 2003. Mr. Haver is now consulting to both government and private industry associated with the national security and intelligence fields, as well as volunteer work, and service on various boards and panels. Mr. Haver’s knowledge of the Company through his service as a director of the Company, as well as his executive management and business experience in the intelligence field, allow him to bring valuable insight and knowledge to the Board.

Robert M. Stafford, age 80, has been a director of the Company since June 12, 2013. Mr. Stafford is currently the Chairman and CEO of Stafford Capital Management, where he has worked since 1986, and the Managing Partner of Pacific Management Ltd., where he has also worked since 1986. Mr. Stafford received a bachelor’s degree from Princeton University in 1963 and an MBA from Stanford Graduate School of Business in 1968. Mr. Stafford’s extensive financial experience allows him to bring valuable insight and knowledge to the Board.

Ronald V. Rose, age 70, has been a director of the Company since December 17, 2014. Mr. Rose now serves as CEO of Value Creation Strategies Holdings, LLC, an investment company focused on value creation through data analytics technologies. Formerly Mr. Rose was the Vice Chairman and CEO, of Decisyon, Inc., a company which accelerates business process improvement through the combination of collaborative business intelligence technologies and IoT analytics. Prior to Decisyon, Mr. Rose served as Senior Vice President of Dell.com at Dell Inc., where he ran a multi-billion-dollar B2B business unit. Prior to Dell, Mr. Rose served as Chief Information Officer of Priceline.com for eleven years during which time the company successfully made the transition from a pre-IPO startup to a multi-billion-dollar global travel company. Mr. Rose began his career at Delta Air Lines focusing on transaction systems. Mr. Rose holds a Bachelor of Science degree from Tulane University and the University of Aberdeen Scotland. Mr. Rose received a Master’s of Science in Information Technology from the Georgia Institute of Technology. Mr. Rose is a private pilot. Mr. Rose’s experience as CEO of a software company in the data analytics and collaborative decision-making technology sector allows him to bring valuable insight and knowledge to the Board.

Michael Schumaecker, age 77, was appointed to the Board of Directors in June 2017. Mr. Schumaecker is a retired partner of Pillsbury Winthrop Shaw Pittman LLP, an international law firm which focuses on the aviation, technology, energy and natural resources, financial services, real estate and construction, and travel and hospitality sectors. Mr. Schumaecker was a member of the law firm’s managing board for over six years and the leader of the law firm’s Finance practice group for over 10 years, a group that included the firm’s Banking, Derivatives, Energy & Infrastructure Projects, Trade Finance and Transportation Finance practices. He has extensive experience in complex cross-border asset-based financings, trade finance, and infrastructure projects, particularly in the aviation and energy industries. Mr. Schumaecker has over 30 years of experience acting as counsel to airlines and lenders in both financial and commercial matters, including aircraft purchases and sales, operating and finance leases, pre-delivery payment financing, receivables financings, airport modernization projects, ticket clearance systems, fleet replacements, joint ventures, debt restructurings and insolvency proceedings. Mr. Schumaecker received a B.A. from Georgetown University and then served as an officer in the U.S. Army. After military service, he earned his J.D. (cum laude) from Brooklyn Law School where he was Editor-in-Chief of the Law Review. He then attended New York University School of Law where he

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received an LL.M. (corporate law).  Mr. Schumaecker’s extensive financial and legal experience, specifically in the aviation industry allows him to bring valuable insight and knowledge to the Board.

Michael O. Hulley, age 65, was appointed as a director of the Company on July 8, 2020.  He brings over 40 years of industry and executive leadership skills. Since January 2019, Mr. Hulley has served as the CEO and Managing Partner of Aileron Strategic Advisors, which provides aviation and management expertise to private equity and consulting firms. Prior to Aileron Strategic Advisors, Mr. Hulley was the CEO of Navtech/Navblue, an Airbus company, from 2009 until his retirement on January 1, 2019. Mr. Hulley led Navtech to an eventual sale to Airbus in February of 2016. From 2002 until 2008, Mr. Hulley was the President and Global Leader of the Transportation Industry at EDS, where he led over 9,000 employees and was responsible for $1.9 billion in annual revenues. Prior to that, he was the Global Vice President and GM of IBM Travel and Transportation from 1997 until 2002, leading 3,500 employees and managing $2.7 billion in annual turnover. In this role, he won the Lou Gerstner Chairman’s award. Mr. Hulley’s career started at Delta Air Lines and then continued to United Airlines and Galileo International, where he led the Covia Technologies AI Group which was sold to Siemens in 1995. Mr. Hulley completed his undergraduate studies at the University of Memphis in Civil Engineering and was named a DEC Fellow in Artificial Intelligence after attending a fellowship program at MIT and Harvard Universities. He holds executive management certificates from both the Harvard and Columbia Business Schools. Mr. Hulley currently works with non-profits and is a member of several travel and hotel advisory boards and is a former member of the U.S. Department of Transportation’s ITS (Intelligent Transportation Systems) Steering Committee. Mr. Hulley’s extensive experience advising companies in the aviation industry allows him to bring valuable insight and knowledge to the Board.

Board of Directors and Committees

During the fiscal year ended October 31, 2021, the Board of Directors held six regularly scheduled meetings and had no special meetings. During fiscal year 2021, seven directors attended at least 75% of the aggregate of the total number of Board meetings and total number of Board Committee meetings on which they served. Two directors attended 67% of the meetings.  From time to time, the Board of Directors also acts by unanimous written consent and, during fiscal year 2021, the Board of Directors acted by unanimous written consent one time. The Company does not have a policy with regard to director attendance at annual meetings of shareholders.  

Although the Company is not listed on the NASDAQ Stock Market (“NASDAQ”), the Board of Directors has determined, after considering all the relevant facts and circumstances, that Mr. Graziani, Mr. Ekert, Mr. Haver, Mr. Stafford, Mr. Rose, Mr. Schumaecker and Mr. Hulley are each an independent director, as “independence” is defined by applicable NASDAQ listing standards.  

The Board of Directors presently has standing Audit, Compensation, Technology Advisory, and Executive Committees, the current membership and principal responsibilities of which are described below. The Board of Directors does not have a formal Nominating Committee; however, all of the directors who meet the nomination committee independence requirements of the NASDAQ listing standards, review and approve all director nominees presented to the Board of Directors. The Board has also determined that Mr. Gilbert and Mr. Cook are not independent under the applicable NASDAQ Rules for nominating committee independence.  

Audit Committee

The Board of Directors has appointed an Audit Committee, consisting of the following members: Mr. Graziani, Mr. Ekert, Mr. Haver, Mr. Stafford, and Mr. Schumaecker.

The Audit Committee’s responsibilities include the following: approve the independent registered public accounting firm to be retained by the Company; meet with the Company’s independent registered public accounting firm several times annually to review the scope and the results of the annual audit; receive and consider the auditors’ comments as to internal controls, accounting staff, management performance, and procedures performed as well as results obtained in connection with the audit; and periodically review and approve major accounting policies and significant internal control procedures. In addition, the Audit Committee reviews the independence of the independent registered public accounting firm and its fee for

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services rendered to the Company and discusses with the independent registered public accounting firm any other audit-related matters that may arise during the year. The members of the Audit Committee have been appointed by the Board of Directors. The Board of Directors has determined that all of the Audit Committee members meet the applicable independence requirements of the NASDAQ listing standards.

The Audit Committee held five meetings during fiscal year 2021. The Board of Directors has adopted a Charter to set forth the Audit Committee’s responsibilities. The Audit Committee Charter is available on the Company’s website at www.passur.com/who-we-are-investors-committees.htm.  

Compensation Committee Interlocks and Insider Participation

None of the current members of the Compensation Committee is an officer or employee of the Company or its subsidiary. During fiscal year 2021, none of the Company’s executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, whose executive officers served as a director or member of our Compensation Committee. No interlocking relationship, as defined by the Securities Exchange Act of 1934, as amended, exists between the Company’s Board of Directors or Compensation Committee, and the board of directors or compensation committee of any other company.

Executive Officers  

The Company’s current executive officers are Mr. Cook and Mr. Doherty. Mr. Doherty was appointed Executive Vice President of Finance and Administration on December 14, 2020.  For information with respect to Mr. Cook, who also serves as a director of the Company, see “Election of Directors – Information Concerning Directors and Nominees,” above.

Sean Doherty, age 49, joined the Company as Executive Vice President of Finance and Administration in December 2020. Mr. Doherty previously served as Chief Financial Officer of Navblue Inc. from 2014 until his departure in December 2020.  Prior to being named Chief Financial Officer, Mr. Doherty held the position of Vice President Finance at Navtech, predecessor company to Navblue, from 2011 to 2014, and was Director of Finance/Corporate Controller at Navtech from 2007 to 2011.  Prior to joining Navtech, Mr. Doherty worked at Photowatt Technology (a division of ATS Automation), Look Communications, and D&B Receivable Management Services in various senior finance roles.

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COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

In accordance with SEC rules, the Company provides enhanced disclosure of certain compensation arrangements with our “named executive officers,” which are defined by SEC rules to include the following individuals, each of whom served as an executive officer of the Company during fiscal year 2021.

ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K

The fiscal year 2021 Annual Report on Form 10-K, including the audited financial statements for the fiscal year ended October 31, 2021, is being mailed with this proxy statement to those shareholders who also received a copy of the proxy materials in the mail, but is not a part of our proxy soliciting materials.  The Notice of Annual Meeting of Shareholders, this proxy statement, and our fiscal year 2021 Annual Report on Form 10-K and the exhibits filed with it, are also available at our website at http://www.passur.com/sec-filings.htm. Upon request by any shareholder to our Corporate Secretary at the address listed above, we will furnish a copy of our fiscal year 2021 Annual Report on Form 10-K without charge, and copies of any or all exhibits to the fiscal year 2021 Annual Report on Form 10-K for a charge of $50.