Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 31, 2020, J. Randall Waterfield informed our board of directors of his
resignation as a board member of Asure Software, Inc. (the "Company") effective
immediately. His decision to resign was not due to any disagreement on any
matter relating to our operations, policies or practices. Mr. Waterfield served
on the Company's Compensation Committee, Governance and Nominating Committee and
Audit Committee.
On April 1, 2020, our board of directors amended the Company's Third Amended and
Restated Bylaws to increase the size of the board of directors to eight. To fill
the vacancies created by the resignation of Mr. Waterfield and the increase in
the size of the board of directors, our board of directors elected Bjorn
Reynolds, Laureen DeBuono and Carl Drew to serve as directors until the next
annual meeting of stockholders or until each of their successors is duly elected
and qualified, effective immediately.
Mr. Reynolds, age 44, is the founder of Safeguard Global and has served as its
CEO since 2005. Prior to founding Safeguard Global, he served as Payline Sales
Director at Ceridian from 2000 to 2005. He has been recognized in Payroll
World's Top 50 in 2015, as a "Game Changer" by Workforce magazine in 2012 and
has been nominated as EY's "Entrepreneur of the Year."
Ms. DeBuono, age 62, has over 30 years of executive management experience as
president and CEO, COO, CFO and General Counsel of various public and private
companies in San Francisco and Silicon Valley. She has been serving as Partner
Emeritus at FLG Partners since 2018 and will be its Managing Partner effective
May 2020. She was a Partner in FLG Partners from 2011 to 2017. Ms. DeBuono is a
member of the State Bar of California.
Mr. Drew, age 60, has served as the CFO of Harvard Maintenance, Inc. since 2014
and also as its COO since 2018. He has extensive experience working with capital
markets as CFO for CompuPay, Inc., Interval International, Pollo Tropical, GL
Homes, Theater Acquisitions Group, and others.
Mr. Reynolds, Ms. DeBuono and Mr. Drew do not have any family relationships with
any of our executive officers or directors. There are no arrangements or
understandings between and amongst Mr. Reynolds, Ms. DeBuono, Mr. Drew and any
other person pursuant to which each one was elected as a director. There are no
related party transactions between Mr. Reynolds, Ms. DeBuono, Mr. Drew and the
Company that require disclosure.
Lastly, Rhonda Parouty, the Company's COO, left the Company effective March 31,
2020. Subject to customary conditions, following cessation of her employment,
Ms. Parouty will be entitled to receive severance pay amounting to $150,000 less
applicable withholdings and lawful deductions to be paid in accordance with our
normal pay practices.
On April 6, 2020, the Company issued a press release announcing changes to its
board members and executive leadership. A copy of this press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On April 1, 2020, the Company amended its Third Amended and Restated Bylaws to
increase the size of its board of directors to eight directors. A copy of the
amendment to the Company's Third Amended and Restated Bylaws is attached hereto
as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
3.1 Amendment No. 1 to Third Amended and Restated Bylaws
99.1 Press Release of the Company dated April 6, 2020
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