Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2022, we held our 2022 Annual Meeting of Stockholders, at which stockholders voted on proposals to (i) elect the seven directors listed below, each to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified; (ii) ratify the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022; (iii) approve the Asure Software, Inc. Third Amended and Restated Rights Agreement; (iv) approve the amendment to the Asure Software, Inc. 2018 Incentive Award Plan; and, (v) approve, on a non-binding advisory basis, the compensation of our named executive officers. There were 16,348,944 shares of common stock represented either in person or by proxy at the meeting.
The final voting results for each of the proposals are as follows:
Election of Directors (Item 1): The stockholders elected the following individuals as directors of the Company with the following votes:
| | | | | | | | | | | | | | | | | | | | |
| | Votes For | | Votes Withheld | | Broker Non-Votes |
Benjamin Allen | | 13,547,774 | | | 70,867 | | | 2,730,303 | |
W. Carl Drew | | 13,547,832 | | | 70,809 | | | 2,730,303 | |
Daniel Gill | | 13,502,590 | | | 116,051 | | | 2,730,303 | |
Patrick Goepel | | 13,375,439 | | | 243,202 | | | 2,730,303 | |
Grace Lee | | 13,463,675 | | | 154,966 | | | 2,730,303 | |
Bradford Oberwager | | 13,547,667 | | | 70,974 | | | 2,730,303 | |
Bjorn Reynolds | | 11,570,016 | | | 2,048,625 | | | 2,730,303 | |
Ratification of the Audit Committee’s appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Item 2): The stockholders ratified the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2022. The proposal was supported by 99.84% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
16,324,235 | | | 20,723 | | | 3,986 | | | 0 |
Approval of the Asure Software, Inc. Third Amended and Restated Rights Agreement (Item 3): The stockholders approved the third amended and restated rights agreement to be dated effective October 28, 2022. The proposal was supported by 96.54% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
13,147,778 | | | 461,667 | | | 9,196 | | | 2,730,303 | |
Approval of the amendment to the Asure Software, Inc. 2018 Incentive Award Plan (Item 4): The stockholders approved the amendment to the Asure Software, Inc. 2018 Incentive Award Plan. The proposal was support by 69.11% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
9,412,420 | | | 4,192,248 | | | 13,973 | | | 2,730,303 | |
Approval, on a non-binding advisory basis, of the compensation of our named executive officers (Item 5): On an advisory basis, the stockholders approved the compensation of the Company’s named executive officers. The proposal was supported by 91.97% of the votes cast “for” or “against” it, including abstentions.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
12,525,238 | | | 288,715 | | | 804,688 | | | 2,730,303 | |