UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

 the Securities Exchange Act of 1934 (Amendment No. )

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION – DATED APRIL ___, 2020

ASURE SOFTWARE, INC.

3700 N. Capital of Texas Hwy, Suite 350

 Austin, TX 78746

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 TO BE HELD MAY 2 297, 20192020

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Asure Software, Inc., a Delaware corporation (the “Company”), to be held at 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746, on Wednesday, May 29, 201927, 2020 at 9:30 a.m., Central Time, for the following purposes:

All holders of record of shares of our common stock at the close of business on April 2, 201922, 2020 are entitled to vote at the Annual Meeting and at any postponements or adjournments of the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person; however, regardless of whether you plan to attend the Annual Meeting in person, please cast your vote as instructed in the Proxy as promptly as possible. Please complete, sign, date and promptly return the proxy card in the postage-prepaid return envelope provided, or follow the instructions set forth on the proxy card to authorize the voting of your shares over the Internet or by telephone. Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. Submitting your proxy by Internet, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting.

IF YOU PLAN TO ATTEND THE ANNUAL MEETING:

Registration will begin at 9:00 a.m. Central Time and seating will begin at 9:30 a.m. Central Time. Each stockholder will need to bring a proof of ownership and valid picture identification, such as a driver’s license or passport, for admission to the Annual Meeting. If you hold your shares in a brokerage account, you will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting, and all cellular phones must be silenced during the Annual Meeting. We realize that many cellular phones have built-in digital cameras, and, while these phones may be brought into the Annual Meeting, the camera function may not be used at any time.

By Order of the Board of Directors,

/s/ PATRICK GOEPEL

Patrick Goepel

Chief Executive Officer

April 29, 201927, 2020

Austin, Texas

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be Held on May 2927, 2020. Th, 2019e

This proxy statement and our annual report to stockholders are available online

athttps://investor.asuresoftware.com/financial-information.

TABLE OF CONTENTS

ASURE SOFTWARE, INC.

 3700 N. Capital of Texas Hwy, Suite 350

 Austin, TX 78746

PROXY STATEMENT

 ANNUAL MEETING OF STOCKHOLDERS ON MAY 2927, 20192020

GENERAL

This proxy statement contains information relating to our Annual Meeting to be held on Wednesday, May 29, 2019,27, 2020, beginning at 9:30 a.m., Central Time, at 3700 N. Capital of Texas Hwy, Suite 350, Austin, Texas 78746 and at any postponements or adjournments of the Annual Meeting. Your proxy for the Annual Meeting is being solicited by our board of directors.

The proxy materials relating to the Annual Meeting are first being mailed to stockholders entitled to vote at the meeting on or about April 29, 2019.May 4, 2020. A copy of our annual report on Form 10-K for the year ended December 31, 20182019 has been mailed concurrently with this proxy statement.

All holders of record of shares of our common stock at the close of business on April 2, 201922, 2020 are entitled to vote at the Annual Meeting and at any postponements or adjournments of the Annual Meeting. Stockholders are cordially invited to attend the Annual Meeting in person; however, regardless of whether you plan to attend the Annual Meeting in person, please cast your vote as instructed in the Notice as promptly as possible. Please complete, sign, date and promptly return the proxy card in the postage-prepaid return envelope provided, or follow the instructions set forth on the proxy card to authorize the voting of your shares over the Internet or by telephone. Your prompt response is necessary to ensure that your shares are represented at the Annual Meeting. Submitting your proxy by Internet, telephone or mail will not affect your right to vote in person if you decide to attend the Annual Meeting. Stockholders holding stock in brokerage accounts will receive instructions from the holder of record that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting.

IMPORTANT NOTE:

While we intend to hold our Annual Meeting in person, we are closely monitoring developments related to the coronavirus (COVID-19). If it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholdersto be Held on May 2927, 20192020

 This proxy statement and our annual report to stockholders are available online at

https://investor.asuresoftware.com/financial-information

ABOUT THE ANNUAL MEETING AND VOTING

Purposes - At the Annual Meeting, you will be asked:

The board knows of no other matters to be presented for action at the Annual Meeting. If any other matters properly come before the Annual Meeting, however, the persons named in the proxy will vote on such other matters in accordance with their best judgment.

Record Date; Stockholders Entitled to Vote- Only holders of record of our shares of common stock at the close of business on April 2, 201922, 2020 will be entitled to vote at the Annual Meeting or any adjournment thereof. Each share of common stock will be entitled to one vote. As of April 2, 2019,22, 2020, there were 15,404,865[15,743,199] shares of our common stock outstanding.

Quorum - A majority of the issued and outstanding shares of our common stock entitled to vote, represented in person or by proxy, will be required to constitute a quorum for the Annual Meeting.

Vote Required - Directors are elected by a plurality of the votes cast at the Annual Meeting by the stockholders entitled to vote on the election of directors. If more than fiveseven director nominees are properly presented to the stockholders at the Annual Meeting, the fiveseven nominees receiving the highest number of affirmative votes of the shares which are present or represented by proxy at the Annual Meeting and entitled to vote for the election of directors will be elected to our board. The proposal to approve an amendment to our Restated Certificate of Incorporation requires the affirmative vote of the shares which are present or represented by proxy at the Annual Meeting. Each of the remaining proposals must be approved by a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and voting thereon.thereon, including our proposal to approve an amendment to our Restated Certificate of Incorporation.

Dissenters’ Rights - No dissenters’ rights are provided under the Delaware General Corporation Law, our Restated Certificate of Incorporation or our Third Amended and Restated Bylaws (“Bylaws”) with respect to any of the proposals described in this proxy statement.

Board Recommendation - Your Boardboard of Directorsdirectors has unanimously approved and recommends that an affirmative vote be cast “FOR” the election of each of our director nominees, “FOR” the ratification of our independent registered accounting firm, “FOR” the approval of the Second Amended andamendment to our Restated Rights Agreement,Certificate of Incorporation, “FOR” the approval of anthe amendment to the Asure Software, Inc. 2018 Incentive Award Plan, “FOR” the approval of the amendment to increase the number of shares of common stock authorized for issuance by 600,000 sharesAsure Software, Inc. Employee Stock Purchase Plan, and “FOR” the approval of a planthe advisory vote to exchange outstanding stock options by eligible employees into restricted stock units underapprove the Asure Software, Inc. 2018 Incentive Award Plan.compensation of our named executive officers.

Voting Your Shares - If you own shares registered directly in your name (a “registered stockholder”), you may submit your proxy by US Mail, Internet or telephone and following the instructions in the Notice. The deadline for submitting your proxy by Internet or telephone is 11:59 p.m. Eastern Time on May 28, 2019.26, 2020. The designated proxy will vote according to your instructions. You may also attend the Annual Meeting and vote in person.

If you hold your shares in the name of a broker or other nominee, then your broker or other nominee is considered to be the registered stockholder. However, you are still considered the beneficial owner of those shares and your shares are said to be held in “street name.” If you hold shares in street name, your broker or nominee firm may provide you with a Notice. Follow the instructions on the Notice to access our proxy materials and vote by Internet or to request a paper or email copy of our proxy materials. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please check your Notice or voting instruction card or contact your broker or other nominee to determine whether you will be able to deliver your voting instructions by Internet or telephone. If you hold your shares in street name and you want to vote at the Annual Meeting, you will need to obtain a signed proxy from the broker or nominee that holds your shares, because the broker or nominee is the legal, registered owner of the shares.

Changing Your Vote by Revoking Your Proxy - If you are a registered stockholder, you may revoke or change your vote at any time before the proxy is voted by filing with our Secretary either a written notice of revocation or a duly executed proxy bearing a later date. If you attend the Annual Meeting in person, you may ask the judge of elections to suspend your proxy holder’s power to vote, and you may submit another proxy or vote by ballot. Your attendance at the Annual Meeting will not by itself revoke a previously granted proxy.

If your shares are held in street name or you hold shares through a retirement or savings plan or other similar plan, please check your voting instruction card or contact your broker, nominee, trustee or administrator to determine whether you will be able to revoke or change your vote.

How Proxies are Counted - All shares that have been properly voted by proxy and not revoked will be voted at the Annual Meeting in accordance with the instructions contained in the proxy. If you return a signed and dated proxy card but do not indicate how your shares are to be voted, those shares will be voted “FOR” each of the director nominees, “FOR” each of the other listed proposals and in the discretion of the named proxy holders as to any other matter properly brought before the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the election inspectors appointed for the Annual Meeting. Only the latest dated proxy you submit will be counted.

Shares voted as withheld from the election of directors under proposal 1 will be counted for purposes of determining the presence of a quorum at the Annual Meeting but will have no effect on the election of director nominees. Shares voted as abstentions on proposals 2, 3, 4, 5 and 56 will similarly be counted for purposes of determining the presence of a quorum at the Annual Meeting but treated as unvoted with respect to the proposal as to which a stockholder has abstained and will have no effect on the outcome of the vote because abstentions are not treated as votes cast. Shares voted as abstentions will have the effect of a vote against with respect to Proposal 3.

Broker Non-Votes - A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”) but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. Only the vote on ratification of our independent registered public accounting firm is considered a routine matter that brokers may cast discretionary votes upon. Broker non-votes will have the effect of a vote against with respect to Proposal 3.

Additional Information

- Additional information about ourthe Company is contained in our current and periodic reports filed with the SEC.Securities and Exchange Commission (“SEC”). These reports, their accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F. Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. Copies of such materials can be obtained from the public reference section of the SEC at prescribed rates.

Your vote is important!

Please submit your proxy or voting instructions today.

ELECTION OF DIRECTORS

(ITEM 1)

The first proposal to be voted on at the Annual Meeting is the election of directors. Our board of directors currently consists of six members, each with a term expiring at the Annual Meeting. One current director, Adrian Pertierra, has previously informedDuring 2019, our board of directors that he does not intendconsisted of six members, including Charles Lathrop, Jr., who was appointed to stand for reelection at the Annual Meeting. The decision of Mr. Pertierra not to stand for reelection was not due to any disagreement with us on any matter. Our Nominating and Governance Committee has recommended, andboard in August 2019. In March 2020, our board has nominated,of directors amended our Bylaws to increase the other five incumbentmaximum number of directors from seven to eight, and J. Randall Waterfield resigned as a director. In addition, our board of directors appointed Bjorn Reynolds, Laureen DeBuono and Carl Drew as directors, effective April 1, 2020, to fill the vacancies created by the increase in the size of the board and Mr. Waterfield’s resignation. Ms. DeBuono resigned from our board of directors for election at the Annual Meeting. The Board has also reducedpersonal reasons on April 8, 2020 and, promptly following Ms. DeBuono’s resignation, our board decreased the size of the board to five members as ofseven. Our board has nominated, the date offollowing seven nominees be elected at the Annual Meeting. Meeting:

Directors are elected annually and serve a one-year term or until their successors are duly elected and qualified. Each of our director nominees has consented to being named in this proxy statement and has consented to serve as a director of the Company if elected. There are no family relationships among our directors and executive officers.

The Board of Directors recommendsrecommends voting “FOR” each of our fivedirector nominee director nominees presented in this proposal..

TheGenerally, the Governance and Nominating and Governance Committee recommends director nominations and reviews nominees against the skills and characteristics that are required of our board members.  The Committee focuses on a candidate’s expertise in the Company’s industry and experience in technology, business, legal matters and finance.  We look at a candidate’s education, skills, business experience, administration experience and other appropriate factors given the current needs of the board and the Company. Our goal is to maintain a balance among board members of industry knowledge, experience and ability to map out successful strategies for the Company’s business.  Nominees for the board should have the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of stockholders.  They should be forward-thinking, possess critical analysis skills and exhibit independence and practical judgment on issues.  Evaluation of candidates for all nominees, whether submitted by a board member or a stockholder, generally involves reviewing background materials, internal discussions among committee members and interviewing selected candidates as appropriate. Upon selecting a qualified candidate, the Committee recommends the candidate for the board’s consideration.

Stockholders may recommend a candidate for our board by writing to attention of the Corporate Secretary, Asure Software, Inc., 3700 N. Capital of Texas Hwy, Suite 350, Austin, TX 78746, specifying the candidate’s name and qualifications for board membership.  All recommendations are submitted to the Nominating Committee. For the board to consider a candidate for nomination at the 20202021 Annual Meeting, stockholders must submit a written recommendation by March 3, 202030, 2021 but not earlier than February 1, 2020.27, 2021. Each submission must include (i) a brief description of the candidate, (ii) the candidate’s name, age, business address and residence address, (iii) the candidate’s principal occupation, (iv) the number of shares of common stock of the Company beneficially owned, and (v) any other information required by the rules of FINRA and the SEC to list the candidate as a nominee for director in a proxy statement. Recommended candidates may be required to provide additional information. While our board of directors has not adopted a formal diversity policy or specific standards with regard to the selection of director nominees, the board of directors believes it is important to consider diversity of race, ethnicity, gender, age, education, cultural background and professional experiences in evaluating board candidates.

The full board then selects and recommends candidates for nomination as directors for stockholders to consider and vote upon at the Annual Meeting. The board reviews and considers any candidates submitted by a stockholder or stockholder group in the same manner as all other candidates. Each nominee has consented to serve until the next annual stockholder meeting, if elected, or until his or her successor is elected and qualified.

If any director is unable to stand for re-election after distribution of this proxy statement, the board may reduce its size or designate a substitute. If the board designates a substitute, proxies voting on the original director candidate will be cast for the substituted candidate. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A plurality of the votes cast in person or by proxy by the holders of common stock represented at the Annual Meeting is required to elect a director. If more than fiveseven nominees are properly presented to the stockholders at the Annual Meeting, the fiveseven nominees receiving the highest number of affirmative votes of the shares which are present or represented by proxy at the Annual Meeting and entitled to vote for the election of director will be elected to our board.

BIOGRAPHICAL INFORMATION REGARDING NOMINEES

The following table sets forth certain information concerning the director nominees.

The following information regarding the principal occupations and other employment of the nominees during the past five years and their directorships in certain companies is as reported by the respective nominees.

David Sandberg has served as a director and Chairman of the Board since August 2009. Mr. Sandberg is the managing member and founder of Red Oak Partners, LLC, ana SEC registered investment firm founded in 2003 which manages funds investing in both public and private companies.  Previously, Mr. Sandberg co-managed JH Whitney & Co.’s Green River Fund from 1998 to 2002. Mr. Sandberg received a B.A. in Economics and a B.S. in Industrial Management from Carnegie Mellon University. Mr. Sandberg presently serves as a director of SMTC Corporation and as Chairman of Cord Blood America,CBA Florida, Inc., both of which are public companies. In the past five years, he has served on the Board of Directors of Planar Systems, Inc., EDCI, Inc., RF Industries, Ltd. and Issuer Direct Corporation.  

Mr. Sandberg brings to our board strong leadership experience and financial expertise; experience as a Chair of Audit, Compensation and Governance committees of public company boards; and knowledge of the Company’s financial position, strategy and industry through board and committee service.

W. Carl Drew joined our board of directors in April 2020. Mr. Drew has served as Chief Financial Officer of Harvard Maintenance since 2014. He has broad experience in building world-class accounting and finance teams, developing the strategic planning and analysis functions, integrating cross-discipline process improvements, and leading and managing strategic mergers and acquisitions. Prior to joining Harvard Maintenance, Mr. Drew has served as Chief Financial Officer of several private and public companies, including CompuPay, Inc. from 2006 to 2013; Interval International, Inc. from 1998 to 2006; and Pollo Tropical, Inc. from 1996 to 1998. He began his career as a CPA at Ernst and Young (formerly Ernst and Whinney) in the computer audit field.

Mr. Drew’s leadership experience and his skills relating to financial statements and accounting makes him well-qualified to serve as a director.

Daniel Gill has served as a director since June 2017.  Mr. Gill is a founding managing partner of Silver Oak Services Partners, a private equity limited partnership with over $600M of capital under management, which focuses exclusively on business, consumer and healthcare services companies. Prior to the formation of Silver Oak Services Partners in 2005, Mr. Gill was a founding partner and managing director of Willis Stein & Partners, a private equity limited partnership with approximately $3B of capital under management. Mr. Gill and four other partners formed the firm in 1995 after successful careers together at CIVC, a subsidiary of Bank of America (formerly Continental Bank). Prior to CIVC, Mr. Gill worked in the Corporate Finance Department of Kidder, Peabody & Co. Mr. Gill currently serves as chairman of The Josselyn Center and is past president of the Board of Trustees of the Illinois chapter of the Leukemia and Lymphoma Society.  In addition, he periodically teaches a class to Physician CEO’s at Northwestern University Kellogg School of Management.

Mr. Gill received an M.B.A. from the University of Chicago, Graduate School of Business and holds a B.A. degree in Economics from Bucknell University.

Mr. Gill brings to our board strong leadership experience combined with strategic and financial expertise.  In addition, Mr. Gill brings extensive advisory experience as he currently sits on eight boards of directors and has previously been on the boards of an additional nineteen companies including iSystems, which was acquired by Asure in 2017.

Patrick Goepel was elected to our Boardboard of Directorsdirectors in August 2009.  He was subsequently appointed as Interim Chief Executive Officer on September 15, 2009 and became Chief Executive Officer as of January 1, 2010.  Prior to joining Asure, he served as Chief Operating Officer of Patersons Global Payroll. Previously, he was the President and Chief Executive Officer of Fidelity Investment’s Human Resource Services Division from 2006 to 2008; President and Chief Executive Officer of Advantec from 2005 to 2006; and Executive Vice President of Business Development and US Operations at Ceridian from 1994 to 2005. A former board member of iEmployee, Mr. Goepel currently serves on the board of directors of APPD Investments and SafeGuard World International.

Mr. Goepel brings to our board extensive knowledge and experience in the Company’s industry; deep knowledge of the Company’s day-to-day operations, strategic priorities and markets; and extensive experience as a board member of private emerging growth companies.

Charles Lathrop, Jr., joined our board of directors in August 2019. Since 2013, Mr. Lathrop has been retired. Mr. Lathrop has over thirteen years' experience as Chairman, President and CEO of two human capital management companies. Prior to 2013, Mr. Lathrop served as Chairman, CEO and President of CompuPay for over seven years. Prior to joining CompuPay, Mr. Lathrop was CEO of Advantage Payroll Services, which was acquired by Paychex in September 2002. Mr. Lathrop has served as a board member to multiple private companies, including iSystems, LLC, which we acquired in 2017.

Mr. Lathrop brings to our board executive leadership and extensive experience and leadership in payroll processing businesses.

Bradford Oberwager has served as a director since November 2018. Mr. Oberwager is founder and CEO of Jyve,, a Silicon Valley based technology company revolutionizing labor, staffing and merchandising functions in the consumer goods vertical. Prior to Jyve, Mr. Oberwager owned Bare Snacks, which was listed on the Inc. 500 list for 2010 and 2011 and acquired in 2018 by PepsiCo. Previously, he was CEO of the SaaS company, OpenWebs. BradMr. Oberwager received his BS in Finance from Georgetown University and his MBA in Strategic and Entrepreneurial Management from the Wharton School of Business, University of Pennsylvania.

Mr. Oberwager brings financial expertise combined with strategic experience and strong leadership skills. Mr. Oberwager is a co-founder and director of five companies and has founded and successfully sold two companies.

J. Randall WaterfieldBjorn Reynolds joined our board of directors in April 2020. Mr. Reynolds is the founder of SafeGuard Global World International, a licensee of our Mangrove software, and has served as its Chief Executive Officer since its inception in 2005. Mr. Reynolds is a highly experienced leader in the global payroll industry. Mr. Reynolds was nominated for the EY Entrepreneur of the Year 2018 award, was recognized in 2016 as Payroll World’s Top 50 Most Influential People in Payroll and received Workforce Management’s “Game Changer” award in 2012 for outstanding innovation in the HR market. Between 2000 and 2005, Mr. Reynolds served as a director since June 2011. Mr. Waterfield is a board member of Red Oak Partners, LLC. Sincesales and marketing of Ceridian. From 1997 to 2000, Mr. Waterfield has been the Chairman of WTI, a software development firm focused on hosted and on-premise custom applications for the financial services, telecommunications and energy sectors.  Since 1999, Mr. Waterfield has alsoReynolds served as branch manager of HFC Bank (part of the Chairman of Waterfield Group, a diversified financial services holding company. Mr. Waterfield is a Chartered Financial Analyst, the 2017-2018 Chairman of YPO, a member of Mensa and a graduate of Harvard University in 1996. Mr. Waterfield currently also serves on the Board of Directors of Waterfield Enterprises, LLC, Action Labor, and SMTC Corporation. Previously, Mr. Waterfield was at Goldman Sachs & Co. LLC, where he worked as an institutional asset manager from May 1996 through March 1999, primarily responsible for the small capitalization growth portfolios. Additionally, through his efforts at the Waterfield Foundation, Mr. Waterfield supports a variety of charitable organizations with a focus on the environment and Midwestern-based causes.Global HSBC Group).

Mr. Waterfield brings to our board extensive businessReynold’s management and leadership experience, as chairman of a diversified financial services holding company and chairman of a software development firm; strong strategic and financial expertise; andalong with his deep knowledge of the Company’s compensation arrangements, strategy andglobal payroll industry, through board and committee service.makes him well-qualified to serve as a director.

No family relationships exist between any of the Company’s nominees or executive officers.  

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

Director Independence - Our board of directors consists of a majority of independent directors as such term is defined under the rules of the Nasdaq Stock Market. The board of directors has determined that Messrs. Sandberg, Drew, Gill, Oberwager, PertierraLathrop, and WaterfieldReynolds are independent. The board of directors has also determined that all of the members of the board’s committees are independent as defined under the rules of the Nasdaq Stock Market, including in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board Meetings and Attendance - TheOur board of directors, which at year-end consisted of Messrs. Sandberg, Gill, Goepel, Lathrop, Oberwager and Waterfield, met seven times during the calendar year ended December 31, 2018.2019. No director attended fewer than 75% of the aggregate of (i) the total number of meetings of the board of directors and (ii) the total number of meetings held by all committees of the board of directors on which such director served. The Boardboard of Directorsdirectors requires that directors make a reasonable effort to attend the Company’s annual stockholder meeting. Last year, none of our directors were able to attend the annual meeting.

Committees - Committees of the board of directors include the Compensation Committee, the Governance and Nominating Committee and the Audit Committee.   Each Committee operates under a charter that has been approved by the board of directors and current copies of these charters are posted on our website, http://www.asuresoftware.com/about-us/corporate-governance/.

Compensation Committee - The Compensation Committee is responsible for approving the compensation arrangements of senior management and recommending approval by the board of directors of amendments to our benefit plans. The current membersOur board has yet not appointed a director to serve as the chair of the Compensation Committee are Messrs. Sandberg, Gill, Oberwager, Waterfield and Pertierra.following Mr. Waterfield currently serves as the Compensation Committee’s Chairperson.Waterfield’s resignation. Under its charter, the Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee. The Compensation Committee held one meeting during the calendar year ended December 31, 2018.  The Compensation Committee may engage an independent consultant to assist in compensation matters, but has not done so. The Compensation Committee, which at year-end consisted of Messrs. Sandberg, Gill, Oberwager and Waterfield, held one meeting during the calendar year ended December 31, 2019 and also met as part of a meeting of the Board of Directors held during the calendar year ended December 31, 2019.

Governance and Nominating Committee -- The current members of the Governance and Nominating Committee are Messrs. Sandberg, Gill, Oberwager, Pertierra and Waterfield.  Mr. Pertierra currently serves as the Governance and Nominating Committee’s Chairperson. The Board will appoint a new chairman for the Governance and Nominating Committee following the expiration of Mr. Pertierra’s term.   Under its charter, the Governance and Nominating Committee monitors significant developments in the law and practice of corporate governance and of the duties and responsibilities of directors of public companies. The Governance and Nominating Committee also is responsible for identifying and recommending the nominees for election to the board. Currently, no director serves as the chair of the Governance and Nominating Committee. The Governance and Nominating Committee, held one meetingwhich at year-end consisted of Messrs. Sandberg, Gill, Oberwager and Waterfield, did not meet during the calendar year ended December 31, 2018.2019. Our board handled the duties delegated to our Governance and Nominating Committee during fiscal year 2019.

Audit Committee -The current members of the Audit Committee are Messrs. Sandberg, Gill, Oberwager, Pertierra and Waterfield. The Audit Committee operates under a charter adopted by the board of directors in accordance with the rules and regulations of the SEC, Section 3(a)(58)(A) of the Exchange Act and the Nasdaq Stock Market. The Board of Directors believes that all of these directors are independent as defined under the rules of the Nasdaq Stock Market. Mr. Oberwager currently serves as the chair of the Audit Committee’s Chairperson.Committee. The board of directors has determined that Mr. Oberwager has the qualifications and experience necessary to serve as an “audit committee financial expert,” as defined by the SEC. The Audit Committee met four times during the calendar year ended December 31, 2018. The Audit Committee is the communication link between our board of directors and our independent registered public accounting firm. In addition to approving the appointment of the independent registered public accounting firm, the Audit Committee reviews the scope of the audit, the accounting policies and reporting practices, internal auditing and internal control, compliance with our policies regarding business conduct and other matters as deemed appropriate. The Audit Committee, which at year-end consisted of Messrs. Sandberg, Gill, Oberwager and Waterfield, met four times during the calendar year ended December 31, 2019. 

Report of the Audit Committee - The following is the “Report of the Audit Committee” with respect to our audited financial statements for calendar year 20182019 which include our consolidated balance sheets as of December 31, 20182019 and 2017,2018, and the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity and cash flows and the notes thereto for the calendar years ended December 31, 20182019 and 2017.2018. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate it by reference in such filing.

This report is submitted by the Audit Committee,

Bradford Oberwager, Chair

Daniel Gill

Adrian Pertierra

David Sandberg

J. Randall Waterfield

Board Leadership Structure and Role in Risk Oversight - Our board is led by our non-executive Chairman, Mr. Sandberg. We believe this leadership structure enhances the oversight responsibility of the board and strengthens the board’s independence from management. In addition, this structure allows Mr. Goepel to focus his efforts on managing our business.

Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team that are designed to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management, cybersecurity risks and succession planning. Our audit committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk. Our audit committee also reviews programs for promoting and monitoring compliance with legal and regulatory requirements. Our compensation committee evaluates risks arising from our compensation policies and practices. The audit committee and the compensation committee provide reports to the full board of directors regarding these and other matters.

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The following table sets forth information concerning the compensation earned bypaid to the non-employee directors for the year ended December 31, 2018:2019 (includes amounts that were earned in fiscal year 2018):

The following table shows the aggregate number of stock and option awards outstanding for each of our non-employee directors as of December 31, 2018.2019.

Pursuant to our non-employee director compensation policy adopted in January 2017, the non-employee members of our board of directors are compensated using a combination of annual retainers, paid quarterly in arrears, and per meeting fees.  While our non-employee director compensation policy does not provide for stock option or other equity award grants, our board of directors has retained the discretion to make such grants in the future.  Under the non-employee director compensation policy, each of our non-employee directors is entitled to receive an annual retainer of $22,500, as well as meeting fees of $700 for each meeting attended in person and $200 for each meeting attended via telephone.  We also provide the following additional annual retainers for service as chair:

Mr. Goepel, as a director who is also our employee, does not receive any separate cash or equity compensation for his service as a director. 

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

A stockholder who wishes to communicate with the board of directors may do so by directing a written request addressed to the Chairman of the Board at the address appearing on the first page of this proxy statement.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct and Ethics that applies to all of its directors, officers and employees, including the Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. These individuals are required to abide by the Code of Business Conduct and Ethics to insureensure that its business is conducted in a consistently legal and ethical manner. The Company’s Code of Business Conduct and Ethics covers all areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of its business. Any waivers of the Code of Business Conduct and Ethics for directors or executive officers must be approved by the board of directors. The full text of the Company’s Code of Business Conduct and Ethics is published on its website at http://www.asuresoftware.com/about-us/corporate-governance/. The Company intends to disclose future amendments to, or waivers from, provisions of its Code of Business Conduct and Ethics on its website within four business days following the date of such amendment or waiver.

ANTI-HEDGING POLICY

Under the Company’s insider trading policy, directors, executive officers, and certain other employees above a specified level, as well as persons sharing their households, are prohibited from engaging in hedging or other speculative trading in the Company’s securities unless advance approval is obtained from the Company’s compliance committee. Prohibited transactions include short sales, options trading, trading on margin or pledging, and hedging or monetization transactions.

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

(ITEM 2)

The Audit Committee has appointed Marcum LLP, independent registered public accountants, to audit the Company’s consolidated financial statements for the calendar year ending December 31, 2019.2020. We are advised that no member of Marcum LLP has any direct financial interest or material indirect financial interest in the Company or any of its subsidiaries or, during the past three years, has had any connection with the Company or any of its subsidiaries in the capacity of promoter, underwriter, voting trustee, director, officer or employee.

Stockholder ratification is not required for the selection of Marcum LLP, because the Audit Committee has the responsibility for the selection of the Company’s independent registered public accounting firm. Nonetheless, the selection is being submitted for ratification at the Annual Meeting solely with a view toward soliciting the stockholders’ opinion thereon, which opinion will be taken into consideration in future deliberations. Even if the selection of Marcum LLP is ratified by the stockholders, the Audit Committee has the discretion to select a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of the Company and its stockholders.

A representative of Marcum LLP will be attending the Annual Meeting and will be available for questions.

The Board of Directors unanimously recommends voting “FOR” ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for thethe year ending December 31, 2019.2020.

AUDIT COMMITTEE POLICY ON PRE-APPROVAL OF FEES

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of the independent registered public accountants for the next year’s audit, management submits an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. The first category (Audit Fees) includes audit work performed in the preparation of financial statements, as well as work that generally only our independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits and attest services and consultation regarding financial accounting and/or reporting standards. The second category (Audit-Related Fees) includes assurance and related services that are traditionally performed by our independent registered public accounting firm, including due diligence related to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements. The third category (Tax Fees) includes all services performed by our independent registered public accountants’ tax personnel, except those services specifically related to the audit of the financial statements, and includes fees in the areas of tax compliance, tax planning and tax advice. The fourth category (All Other Fees) includes items associated with services not captured in the other categories. We generally do not request services other than audit, audit-related and tax services from our independent registered public accounting firm.

Prior to engagement, the Audit Committee pre-approves these services by category of service. The fees are budgeted and the Audit Committee requires our independent registered public accountants and management to report actual fees versus the budget at least annually by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accountants for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before such engagement.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated, reports for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Audit Fees - The Company incurred aggregate fees in the amount of $432,000and $410,000 and $350,300 for professional audit services rendered by Marcum LLP for the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the calendar years ended December 31, 20182019 and December 31, 2017,2018, respectively

Audit-Related Fees - The Company incurred $190,607$39,804 and $407,960$190,607 for assurance and related services rendered by Marcum LLP that are reasonably related to the performance of the audit or review of the Company’s financial statements and not reported under “Audit Services” above for the calendar years ended December 31, 20182019 and December 31, 2017,2018, respectively. 

Tax Fees - The Company incurred no fees for professional services rendered by Marcum LLP for tax compliance, tax advice and tax planning for the calendar years ended December 31, 20182019 and December 31, 2017,2018, respectively.

All Other Fees – All fees paid to Marcum LLP by the Company are reported under the fee categories listed above.

The Audit Committee has determined that the provision of services covered by the four preceding paragraphs is compatible with maintaining our independent registered public accounting firm’s independence from the Company.

APPROVAL OF THE SECOND AMENDED ANDAMENDMENT TO OUR RESTATED RIGHTS CERTIFICATE OF INCORPORATIONAGREEMENT

(ITEM 3)

Background

The Company entered into a Rights Agreement on December 19, 2005 with American Stock Transfer & Trust Company LLC (the “Rights Agreement”). The Company amended and restated the Rights Agreement as of October 28, 2009 (the “First Amended Rights Agreement”) to protect the Company’s ability to carry forward its net operating losses (the “NOLs”). Stockholders approved the First Amended Rights Agreement at the 2009 annual meeting. The First Amended Rights Agreement is scheduled to expire in October 2019.

On April 17, 2019, ourOur board of directors adopted a Second Amended and Restated Rights Agreement (the “Second Amended Rights Agreement”). The Second Amended Rights Agreement, among other things:

The Second Amended Rights Agreementhas determined that it is designedadvisable to assist in limitingincrease the total number of 5% or more beneficial ownersour authorized shares of capital stock from 23,500,000 to 45,500,000 and thus reduce the riskour authorized shares of a possible “change of ownership” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Any such “change of ownership” under these rules would limit or eliminate our abilitycommon stock from 22,000,000 to use our existing NOLs for federal income tax purposes.

As of December 31, 2018, we had federal net operating loss carryforwards of approximately $110.0 million and research and development credit carryforwards of approximately $6.2 million, which will expire in varying amounts in years 2019 through 2038. Federal net operating losses generated in 2018 and after are carried forward indefinitely. Because the amount and timing of our future taxable income cannot be predicted, we cannot predict the amount of these NOLs that will ultimately be used to reduce our income tax liability. In addition, as a result of various acquisitions by us in prior years, we may be subject to a substantial annual limitation in the utilization of the net operating losses and credit carryforwards due to the “change in ownership” provisions of the Code. Although we are unable to quantify an exact value, we believe that the NOLs are a very valuable asset.44,000,000. The Second Amended Rights Agreement has not been adopted as an anti-takeover measure.

We are seeking stockholder approval of the Second Amended Rights Agreement. If stockholders do not approve the Second Amended Rights Agreement, the First Amended Rights Agreement will expire on October 28, 2019.

Summary of the Second Amended Rights Agreement

A summary of the principal provisions of the Second Amended Rights Agreement is set forth below. The summary is qualified in its entirety by reference to the full text of the Second Amended Rights Agreement, whichproposed Certificate of Amendment to our Restated Certificate of Incorporation is attached as AppendixAppendix A to this proxy statement.statement

General

The Second Amended Rights Agreement imposes a significant penalty upon any person or group that acquires 4.9% or more (but less than 50%)Our Restated Certificate of the Company’s then-outstanding common stock. Stockholders who beneficially own 4.9% or moreIncorporation currently authorizes up to 23,500,000 shares of the Company’s then-outstandingcapital stock, consisting of 22,000,000 shares of common stock and 1,500,000 shares of preferred stock. As of April 22, 2020, [15,743,199] shares of our common stock were outstanding, net of 384,159 treasury shares, and no shares of preferred stock were outstanding.  In addition, as of the closeApril 22, 2020, we had an aggregate of business on October 28, 2009 (the “Record Date”) will not trigger the Second Amended Rights Agreement so long as they do not increase their ownership of common stock after the Record Date by more than one-half of 1% of the then-outstanding shares of common stock. A person or group that acquires shares of the Company’s common stock in excess of the above-mentioned applicable threshold, subject to certain limited exceptions, is called an “Acquiring Person.”

However, a person will not be an “Acquiring Person” if our board of directors determines that such person who would otherwise be an “Acquiring Person,” has become such inadvertently and such person divests as promptly as practicable (as our board of directors determines) a sufficient number of[1,260,527] shares of common stock so that such person would no longer bereserved for issuance upon exercise of outstanding stock options and for RSUs, an Acquiring Person. Our board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposesaggregate of the Second Amended Rights Agreement if it determines the acquisition by such person or group will not jeopardize our NOLs or other tax benefits or is otherwise in the Company’s best interests.

The Rights

On October 28, 2009, our board of directors declared a dividend of one right for each outstanding share of common stock that was distributed to stockholders of record on the Record Date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, $0.01 par value (the “Preferred Stock”), at a price of $1.7465 per one thousandth of a share of Preferred Stock, subject to adjustment. For example, the exercise price would increase tenfold if the reverse split is approved. The rights are not exercisable until the Distribution Date (defined below). Until the rights are exercised, the holders will not have rights as stockholders of the Company, including, without limitation, the right to vote or to receive dividends. Any rights held by an Acquiring Person are void and may not be exercised.

Exercisability of Rights

The rights will not be exercisable until 10 days after a public announcement by us or an Acquiring Person that a person or group has become an Acquiring Person. Until the date that the rights become exercisable (the “Distribution Date”), common stock certificates will evidence the rights and will contain a notation to that effect. Any transfer of[1,848,011] shares of common stock priorreserved for future issuance under our Amended 2018 Plan, which is subject to the Distribution Date will constitute a transfer of the associated rights. If the rights become exercisable, each right would allow its holder to purchase from us one one-thousandth of a share of Preferred Stock for a purchase price of $1.7465. Each fractional share of Preferred Stock would give the stockholder approximately the same dividend, votingapproval, and liquidation rights as one share[300,605] shares of common stock. After the Distribution Date, the rights will be separated from thestock available for future issuance under our Amended Purchase Plan, which is subject to stockholder approval. Accordingly, at April 22, 2020, we have approximately [2,463,499] shares of common stock unreserved and be evidenced by a rights certificate, which the Company will mail to all holders of the rights that are not void.available for future issuance.

In addition, if a person or group becomes an Acquiring Person after the Distribution Date or already is an Acquiring Person and acquires more shares after the Distribution Date, all holders of rights, except the Acquiring Person, may exercise their rights to purchase a number of shares of the common stock (in lieu of Preferred Stock) with a market value of twice the exercise price, upon payment of the purchase price.

Expiration of Rights

The rights will expire on the earliest of:

Redemption of Rights

The Company may redeem all of the then outstanding rights at a redemption price of $0.01 per right, subjectWe are focused on growing our customer base as well as adding complimentary products to adjustment., at any time prior to the close of business on the tenth day following the first date of public announcement that a person has become an Acquiring Person or such later date as may be determined by a majority of the members ofincrease our board of directors and publicly announced by us. We may pay the redemption price either in common stock or cash.

Exchange of Rights

After a person becomes an Acquiring Person, we may exchange the rights (other than rights owned by the Acquiring Person or its affiliates), in whole or in part, at an exchange ratio of one common share per right, subject to adjustment.

Anti-Dilution Adjustments

We may adjust the purchase price of the Preferred Stock,recurring revenue. Increasing the number of authorized shares will enable us to have sufficient shares for our foreseeable future growth plans, including any potential financings, equity offerings, strategic acquisition opportunities, the continued issuance of the preferred shares issuableequity awards to recruit, retain and the numbermotivate key employees without spending a large amount of outstanding Rightscash, and for other proper corporate purposes. From time to prevent dilutiontime, we evaluate and engage in discussions relating to possible opportunities for raising additional capital or entering into other transactions that may occur as a resultinvolve the issuance of certain events, including a stock dividend, a stock split or a reclassificationadditional shares of the Preferred Stock or common stock.

AmendmentsIf the proposal to amend our Restated Certificate of Incorporation is not approved by stockholders, we expect that we will not be able to fully execute on our growth plans and our business may be harmed.

BeforeThe increased authorized capital stock will provide the Distribution Date, we may amendboard of directors with the flexibility to approve the issuance of additional shares of common stock, and securities that are convertible or supplement the Second Amended Rights Agreementexercisable into shares of common stock, without the consentfurther vote of the holdersstockholders, except as required under applicable law or the rules of the Rights. AtNASDAQ Stock Market. The number of shares to be issued in any time thereafter, we may amend or supplementparticular transaction and the Second Amended Rights Agreement only to cure an ambiguity, to alter time period provisions, to correct defective or inconsistent provisions or to make any additional changes thatprice and other terms on which such shares will be issued will be determined solely by the board of directors. Under our Restated Certificate of Incorporation, our stockholders do not adversely affect the interests of the holders of Rights.

Certain Factors Stockholders Should Considerhave preemptive rights with respect to our capital stock. Thus, if we elect to issue additional shares, existing stockholders would not have any preferential rights to purchase any shares and their voting power may be diluted.

Our board of directors believesis not recommending the proposed amendment of our Restated Certificate of Incorporation in response to any specific effort of which the board is aware to obtain control of our company, and our board does not intend or view the proposed increase in authorized common stock as an anti-takeover measure. However, the ability of our board to authorize the issuance of the additional shares of common stock that continuingwould be available if the proposed amendment is approved and adopted could have the effect of discouraging or preventing a hostile takeover. Further, the increased authorized capital stock may have the effect of permitting our current management, including the current board of directors, to attemptretain its position, and place it in a better position to safeguardresist changes that stockholders may wish to make if they are dissatisfied with the Company’s NOLsconduct of the company’s business.

If the proposal is inapproved, the Company’s best interests. However, you should consideramendment of our Restated Certificate of Incorporation will become effective upon filing the factors below when making your decision with respectCertificate of Amendment to the ratificationRestated Certificate of Incorporation (a copy of which is attached as Appendix A) with the Second Amended Rights Agreement.

Continued RiskSecretary of Ownership Change. Although the Second Amended Rights Agreement is intended to diminish the likelihoodState of an “ownership change,” we cannot assure you that it will be effective. The amount by which an ownership interest may change in the future could be affected by many factors, including purchases and sales of shares by stockholders holding 5% or more of our outstanding common stock, decisions overDelaware, which we have little or no effective control.

Anti-Takeover Effect. Whileintend to do promptly after stockholder approval is obtained for the Second Amended Rights Agreement is not intended to prevent, or even discourage, a proposal to acquire our Company, it may have a potential anti-takeover effect because an Acquiring Person may have his ownership interest diluted upon the occurrence of a triggering event. Accordingly, the overall effects of the Second Amended Rights Agreement may be to render more difficult or discourage a merger, tender offer, or assumption of control by a substantial holder of our securities.

Potential Impact on Value. The Second Amended Rights Agreement could have a negative impact on the trading price and intrinsic value of our common stock by deterring persons or groups of persons from acquiring our common stock, including in acquisitions for which some stockholders might receive a premium above market value.

Potential Effects on Liquidity. The Second Amended Rights Agreement is intended to deter persons or groups of persons from acquiring beneficial ownership of our common stock in excess of the specified limitations. A stockholder’s ability to dispose of our common stock may be limited if the Second Amended Rights Agreement reduces the number of persons willing to acquire our common stock or the amount they are willing to acquire. A stockholder may become an Acquiring Person upon actions taken by persons related to, or affiliated with, them.proposal.

The BoardBoard of Directors unanimouslyDirectors recommends that you votevoting “FOR” approval of the Second Amended Rights Agreement.amendment of our Restated Certificate of Incorporationto 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

APPROVAL OF AN AMENDMENT TO THE ASURE SOFTWARE, INC.  2018 INCENTIVE AWARD PLAN

(ITEM4)

Subject to stockholder approval, our board of directors has approved an amendment (the “Amendment”“Proposed Amendment”) to the Asure Software, Inc. 2018 Incentive Award Plan (“2018 Plan”) to increase the number of shares of our common stock authorized for issuance under the 2018 Plan by 600,000,1,000,000, or from 750,0001,350,000 to 1,350,0002,350,000 shares.  The 2018 Plan was previouslyoriginally adopted by our board onin April 6, 2018, which replaced our 2009 Equity Incentive Plan, as amended (“2009 Plan”), and was approved by our stockholders atin May 2018. An amendment of the annual meeting held on2018 Plan was approved by our board of directors in April 2019 and by our stockholders in May 16, 2018.2019 to increase the number of shares of common stock available for issuance under the 2018 Plan by 600,000 shares, for a total of 1,350,000 shares. The 2018 Plan, as amended by the Proposed Amendment, is referred to as the “Amended 2018 Plan.”

As of April 17, 2019,22, 2020, approximately 7,000[1,848,011] shares of our common stock are available for future issuance under the 2018 Plan which could(after taking into account the net increase to as high as 612,000in shares ifthat resulted from the option exchange program as described in Item 5 is approved and all eligible employees elect to participate.below). Our board of directors believes that increasing the number of authorized shares of our common stock under the Amended 2018 Plan is necessary to insureensure that a sufficient reserve of shares remains available for issuance to allow us to continue to use equity incentives at the levels we have deemed necessary to attract and retain the services of individuals we believe are essential to our long-term growth and financial success.  We rely on equity incentives primarily in the form of stock options and RSUs to attract and retain employees and believe that such equity incentives are necessary for us to remain competitive in the marketplace for executive talent and other employees. In determining the appropriate number of shares to reserve under the Amended 2018 Plan, our board of directors considered the number of shares currently issued and outstanding and the future needs of our company in trying to attract and retain the services of key individuals to our strategic plan, as well as the potential impactresults of the option exchange for which we are seeking stockholder approvalprogram that expired in Item 5.January 2020. Pursuant to the option exchange program, which stockholders approved in May 2019, eligible employees would bewere able to surrender certain underwater stock options for cancelation in exchange for a lesser number of restricted stock units.

In determining the requested increase in the number of shares for the amendment approved by the board and stockholders in 2019, our board of directors had assumed, plan for exchange will be adopted by our stockholders and that, based on an assumeda 100% participation rate in the option exchange program, approximately 605,000 shares would be returned to our Amended2018 Plan and be available for future grant (after taking into account the grant of restricted stock units in exchange for options under the option exchange program). However, the number of employees that were eligible to participate in the option exchange program, and thus exchange their stock options, was reduced due to the transition of certain of our employees to FM: Systems Group LLC following the sale of our workspace management business in December 2019. Therefore, although approximately 86% of the remaining eligible employees actually participated in the option exchange program and, as a result, only 280,500 shares were returned to our 2018 Plan and made available for future grant (after taking into account the grant of restricted stock units in exchange for options under the option exchange program). However, in the event the plan for exchange is not adopted, or if the rate of participation in the program is significantly lower than we expect, it may be necessary for us to seek stockholder approval for additional shares under our Amended 2018 Plan in order to meet our compensation objectives. Our board of directors also took into account certain additional criteria relating to the potential impact of the amendmentsProposed Amendment to our 2018 Plan on our stockholders. For example, our board of directors considered the amount of the share increase relative to both the total number of shares of our common stock outstanding, as well as our fully-diluted shares outstanding. Our board of directors also took into consideration that, 68%as of March 31, 2020, 91% of the stock options granted under our stock incentive award plans (including our 2018 Plan) are currently “out-of-the-money” and therefore do not provide any meaningful incentive or retention benefits to our current employees and non-employee directors. In light of the foregoing, our board of directors believes the additional share request to be appropriate and necessary to meet the objectives of our equity compensation program.

Assuming that this proposal is adopted, and further assuming that the plan for exchange is approved and approximately 605,000 shares would be returned to our 2018 Amended Plan and made available for future grant (after taking into account the grant of restricted stock units in exchange for options under the program), we estimate the shares authorized for issuance under our 2018 Amended Plan would be sufficient to grant awards for approximately one year. However, our actual share usage is dependent on a number of important variables, including the future trading price of our common stock, our hiring and promotion activity, our retention needs, and market practices within our industry and geographic region. As a result, the share reserve under our 2018 Amended Plan could last for a longer or shorter period of time than we currently expect.

The 2018 Plan does not contain an annual “evergreen” provision. The 2018 Plan authorizes a fixed number of shares, so that stockholder approval is required to issue any additional shares, allowing our stockholders to have direct input on our equity compensation programs. If the Proposed Amendment is approved, an additional 600,0001,000,000 shares of common stock will be available for future issuances under the Amended 2018 Plan, not including 848,011 shares of common stock currently reserved and available for future issuances under the Amended 2018 Plan.

DESCRIPTION OF THE PRINCIPAL FEATURES OF THE AMENDED 2018 PLAN

The following is a summary of the principal features of the Amended 2018 Plan. The summary is qualified in its entirety by reference to the Amended 2018 Plan, which is set forth in Appendix B to this proxy statement.

Administration

The Amended 2018 Plan may be administered by our board of directors, compensation committee or other committee designated by our board of directors. To the extent required to comply with Rule 16b-3 of the Exchange Act, it is intended that each member of the committee will be a “non-employee director” within the meaning of Rule 16b-3. The committee or our board of directors may delegate its powers under the Amended 2018 Plan to one or more members of our board of directors or one or more officers of the Company or any subsidiary. However, no officer may be delegated the authority to grant awards to or amend awards held by senior executives of the Company who are subject to Section 16 of the Exchange Act or any officer or director to whom authority to grant or amend awards has been delegated. The board, committee or delegate thereof, as applicable, are referred to herein as the “plan administrator.”

The plan administrator has the authority to administer the Amended 2018 Plan, including the power to determine eligibility, the types and sizes of awards, the price and vesting schedule of awards, the methods for settling awards, the method of payment for any exercise or purchase price, any rules and regulations the plan administrator deems necessary to administer the Amended 2018 Plan, and the acceleration, amendment or waiver of any vesting restriction.

Eligibility  

As of April 17, 2019,22, 2020, persons eligible to participate in the Amended 2018 Plan include all members of our board of directors, currently comprised of 56 non-employee directors and approximately 529[395] employees (including 1 executive employee on our board of directors and 42 executive officers who are not on our board of directors), and 12 consultants..

Limitation on Awards and Stock Available

If our stockholders approve the Amended 2018 Plan, the number of shares of our common stock authorized for issuance under the 2018 Plan is equal to the sum of (i) 1,350,000[1,848,011] shares, and (ii) any shares subject to issued and outstanding awards under the 2009 Plan as of the effective date of the 2018 Plan that expire, are cancelled or otherwise terminate following the effective date of the 2018 Plan; provided, that no more than 2,000,000 shares may be issued pursuant to the exercise of incentive stock options. The stock issued pursuant to an award under the Amended 2018 Plan may be authorized but unissued stock, stock purchased by the Company on the open market or treasury stock.

If any shares subject to an award under the Amended 2018 Plan or the 2009 Plan are forfeited, expire or are settled for cash, any shares deemed subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Amended 2018 Plan. In addition, the following shares may be used again for grant under the Amended 2018 Plan: (1) shares tendered or withheld to satisfy the exercise price of an option under the Amended 2018 Plan or 2009 Plan; (2) shares tendered or withheld to satisfy the tax withholding obligations with respect to an award under the Amended 2018 Plan or 2009 Plan; (3) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on its exercise; and (4) shares purchased on the open market with the cash proceeds from the exercise of options. Awards granted under the Amended 2018 Plan in connection with the assumption or substitution of outstanding equity awards previously granted by a company or other entity in the context of a corporate acquisition or merger will not reduce the stock authorized for grant under the Amended 2018 Plan.

The maximum aggregate value of awards that may be granted to any non-employee director pursuant to the Amended 2018 Plan during any calendar year cannot exceed $1,000,000 for such individual’s first year of service as a non-employee director and $500,000 for each year thereafter. The closing price of our common stock on April 17, 201922, 2020 was $7.66$[6.14] per share.

Awards

The Amended 2018 Plan provides for the grant of ISOs, NQSOs, SARs, restricted stock, restricted stock units, performance bonus awards, performance stock units awards, dividend equivalents and other stock or cash-based awards. All awards under the Amended 2018 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. The plan administrator may, in its discretion, limit exercise with respect to fractional shares and require that any partial exercise of an option or SAR be with respect to a minimum number of shares.

Options. Options provide for the purchase of common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NQSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of an option may not be less than 100% of the fair market value of the underlying stock on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of an option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to options and may include continued service, performance and/or other conditions.

Stock Appreciation Rights. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the stock subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying stock on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the 2018 Plan will be settled in cash or, common stock, or via a promissory note or any other lawful consideration, or a combination of the preceding, as determined by the plan administrator.

Restricted Stock. A restricted stock award is an award of nontransferable common stock that remains forfeitable unless and until specified vesting conditions are met. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Holders of restricted stock will have voting rights and will have the right to receive dividends; however, dividends may not be paid until the applicable restricted stock vests.

Restricted Stock Units. RSUs are contractual promises to deliver common stock (or the fair market value of such stock in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The stock underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in stock, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances). Delivery of the stock underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. On the settlement date or dates, we will unrestricted, fully transferable common stock (or the fair market value of such stock in cash) for vested and nonforfeited RSUs.

Performance Stock Units and Performance Bonus Awards. Performance stock unit awards are denominated in stock or unit equivalents, and performance bonus awards are denominated in cash. Each may be linked to one or more performance or other criteria as determined by the plan administrator.

Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on common stock and may be granted alone or in tandem with awards. Dividend equivalents may accrue on awards, but shall not be payable unless and until the applicable award vests. Dividend equivalents are not payable with respect to options or SARs.

Other Stock or Cash Based Awards. Other stock or cash based awards are awards of cash, fully vested common stock and other awards valued wholly or partially by referring to, or otherwise based on, our common stock. Other stock or cash based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Amendment and Termination

Our board may amend or terminate the Amended 2018 Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the aggregate number of shares available under the Amended 2018 Plan. However, stock options and SARs may not be repriced without stockholder approval, and stockholder approval will be needed to cancel any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares of common stock. In addition, no amendment, suspension or termination of the Amended 2018 Plan may, without the consent of the affected participant, materially and adversely affect the participant’s rights. No award may be granted pursuant to the Amended 2018 Plan after the tenth anniversary of the date the 2018 Plan was adopted by our board.

Corporate Transactions

The plan administrator has broad discretion to take action under the Amended 2018 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Amended 2018 Plan and outstanding awards.

If a Change in Control of the Company occurs (as defined in the Amended 2018 Plan), unless the plan administrator elects to (i) terminate an award in exchange for cash, rights or property, or (ii) cause an award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, (A) such award (other than any portion subject to performance-based vesting) shall continue in effect or be assumed or an equivalent award substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such award subject to performance-based vesting shall be subject to the terms and conditions of the applicable award agreement and, in the absence of applicable terms and conditions, the plan administrator’s discretion.

U.S. FEDERAL INCOME TAX CONSEQUENCES

With respect to NQSOs, the Company is generally entitled to deduct and the optionee recognizes ordinary income in an amount equal to the difference between the option exercise price and the fair market value of the shares of common stock issued at the time of exercise. The gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of such shares of common stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction.

With respect to ISOs, if applicable holding period requirements are met (i.e., the shares acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise), the participant will not recognize taxable income at the time of exercise of the ISO. However, the excess of the fair market value of the common stock issued over the exercise price is an item of tax preference income potentially subject to the alternative minimum tax. The gain or loss (in an amount equal to the difference between the fair market value on the date of sale and the exercise price) upon disposition of such shares of common stock will be treated as a long-term capital gain or loss, and the Company will not be entitled to any deduction. If the holding period requirements described above are not met, the ISO will be treated as one which does not meet the requirements of the Code for incentive stock options and the tax consequences described for NQSOs will apply, although the amount of income recognized by the participant will be the lesser of (a) the excess of the fair market value of the stock at the time of exercise over the exercise price, or (b) the excess of the amount realized on the disposition over the exercise price.

The current federal income tax consequences of other awards authorized under the Amended 2018 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NQSOs; nontransferable restricted stock subject to a substantial risk of forfeiture and restricted stock units will result in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions applicable to such awards lapse (unless, with respect to an award of restricted stock, the recipient elects to accelerate recognition as of the date of grant); stock-based performance awards, dividend equivalents and other types of awards are generally subject to tax at ordinary income rates at the time of payment. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income, subject to Section 162(m) of the Code with respect to covered employees.

NEW PLAN BENEFITS

No awards have been granted pursuant to the 2018 Plan that are contingent upon the approval by our stockholders of the Proposed Amendment to the 2018 Plan. Future awards under the Amended 2018 Plan will be granted at the discretion of the board. As a result, the number of future awards under the Amended 2018 Plan to be received by particular employees or consultants is presently not determinable.

AWARDS GRANTED UNDER THE 2018 PLAN

The following table shows the number of shares of our common stock underlying options and restricted stock units granted under the 2018 Plan to date by certain individuals and certain groups of individuals.individuals as of April 22, 2020.

20120189 Salaries Salaries

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

For fiscal year 2018, Messrs.2019, Mr. Goepel, GoldsteinMs. Brannon and KarbowskiMr. Goldstein had annual base salaries of $350,000, $300,000$325,000 and $300,000, respectively, and Ms. Brannon had an annual base salary of $300,000.$325,000, respectively. The annual base salaries were determined by our Compensation Committee. TheFor fiscal year 2020, the Compensation Committee approveddid not approve any increases to the base salaries of Mr. Goepel, Ms. Brannon or Mr. Goldstein. Following the spread of the Covid-19 pandemic, the salaries of Mr. Goepel, Ms. Brannon and Mr. Goldstein were reduced by twenty percent (20%) to $280,000 on an annual base salary increaseannualized basis for Mr. Goepel and $260,000 on an annualized basis for each of Ms. Brannon and Mr. Goldstein, effective January 1, 2019. The base salaryGoldstein. These changes took effect as of Ms. Brannon will increase from $300,000 to $325,000 and the base salary of Mr. Goldstein will increase from $300,000 to $325,000.March 26, 2020.

20120189 Bonuses Bonuses

We maintain an annual performance-based cash bonus program in which each of our named executive officers participated in 2018.2019. Each of our named executive officers’ target bonus is equal to 50% of base salary for 20182019 and can be earned subject to the achievement of certain performance criteria, as determined by the Compensation Committee. The 20182019 annual bonuses paid to Messrs.Mr. Goepel, Goldstein and Karbowski and Ms. Brannon and Mr. Goldstein were $110,500, $70,000, $60,000 and $70,000,$140,000, $106,250, $111,250, respectively.

Equity Compensation

Historically, we have granted options to purchase our common stock to our named executive officers in connection with their commencement of employment and have a practice of granting options to purchase our common stock to our named executive officers annually after their year of hire.  Our stock options generally vest over 3 or 4 years, with the first installment vesting on the first anniversary of the date of grant and then quarterly thereafter.  The exercise price per share of the options we grant to our named executive officers equals the closing trading price of our common stock on the date of grant or, if our stock is not traded on that date, the immediately preceding trading date.

In 2018, we began granting restricted stock units. Restricted stock units typically vest 1/3^rd on the first anniversary of the grant date and the remaining 2/3rds vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date.

On September 2, 2019, Ms. Brannon and Mr. Goldstein were each granted options to purchase 60,000 shares at an exercise price of $6.44 per share. 

Other Elements of Compensation

Retirement Savings and Health and Welfare Benefits

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. In addition, all of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits; medical and dependent care flexible spending accounts; short-term and long-term disability insurance; and life and AD&D insurance.

Perquisites, Tax Gross-Ups and Other Personal Benefits

WeExcept as provided in the Summary Compensation Table under “All Other Compensation,” we do not provide perquisites, tax gross-ups or other personal benefits to our named executive officers.

OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

The following table sets forth information concerning unexercised options and stock awards for each of the named executive officers listed in the Summary Compensation Table, outstanding as of the end of the Company’s last completed calendar year: December 31, 2019:

(1)  Option vests and becomes exercisable in respect of 33% of the shares of Company common stock underlying the option on the first anniversary of the grant date and in respect of 8.33% of the shares of Company common stock underlying the option on each quarterly anniversary of the vesting commencement date thereafter, in each case, subject to the executive’s continued service to the Company through the applicable vesting date.

(2)  Option vests and becomes exercisable in respect of 25% of the shares of Company common stock underlying the option on the first anniversary of the grant date and in respect of 25% of the shares of Company common stock underlying the option on each annual anniversary of the vesting commencement date thereafter, in each case, subject to the executive’s continued service to the Company through the applicable vesting date.

(3)  Option vests and becomes exercisable in four equal annual installments beginning December 15, 2018, subject to the executive’s continued service to the Company through the applicable vesting date.

(4)  Represents grant of restricted stock units that vest 1/3^rd on the first anniversary of the grant date and the remaining 2/3rds vest over a period of two years in equal quarterly installments, with the last such vesting date being the third anniversary of the grant date. The market value of the restricted stock units reported in these columns is based on the closing market price of our stock on December 31, 2018,2019, which was $5.08.$8.18.

(5)  Option vests and becomes exercisable in respect of 33% of the shares underlying the option on the first anniversary of the grant date and in respect of 2.78% of the shares underlying the option monthly thereafter, in each case, subject to the executive’s continued service to the Company through the applicable vesting date.

(6)  Options were eligible to be exchanged under our option exchange program, which concluded in January 2020. Both Ms. Brannon and Mr. Goldstein exchanged certain of these options for restricted stock units.

Executive Compensation ArrangementsEXECUTIVE COMPENSATION ARRANGEMENTS

We are party to an offer letter with each of our named executive officers, other than Mr. Goepel, pursuant to which we require our named executive officers to enter into our standard confidentiality agreement and establish the named executive officer’s initial base salary, discretionary bonus eligibility and benefit entitlements.

We entered into an amended and restated employment agreement with Mr. Goepel in August 2011.  Under the employment agreement, we provided for Mr. Goepel to be paid an annual base salary of $200,000, which was increased to $350,000 effective October 1, 2016, to be eligible to receive a discretionary annual bonus, for certain benefit entitlements and for an initial equity award grant in the form of a stock option.  Under the employment agreement, in the event Mr. Goepel’s employment is terminated by us for other than cause, he is entitled to receive six months of base salary.

In December 2017, our compensation committee adopted the Company’s Executive Change in Control Severance Plan (the “CIC Plan”).  Under the CIC Plan, in the event we terminate the employment of a named executive officer without cause or a named executive officer resigns for good reason, in each case, during the twelve month period commencing on a change in control (or within 90 days prior to the change in control if such termination is at the request of the third party effecting the change in control), the Company will (i) continue to pay the named executive officer his or her base salary for 12 months, (ii) a pro-rated target bonus, (iii) continued health care coverage for up to 12 months, (iv) full accelerated vesting of all outstanding equity awards and (v) each option shall remain exercisable for its full term.  Any such severance benefits are subject to the named executive officer providing the Company a general release of claims.  Severance payable to Mr. Goepel under the CIC Plan will be reduced by any severance paid in connection with his amended and restated employment agreement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table shows the amount of our common stock beneficially owned as of April 2, 201922, 2020 by each person who is known by us to beneficially own more than five percent of our common stock, each of our directors, director nominees and named executive officers, and all directors and executive officers as a group.