Glass Lewis Recommends Asure Software Stockholders Vote in Favor of Four Company-Backed Nominees for Board of Directors
AUSTIN, TX--(Marketwire - August 18, 2009) - Asure Software (NASDAQ: ASUR), a leading
provider of workforce management software, announced today that Glass Lewis
& Co., a leading independent proxy advisory service, has recommended that
Asure stockholders VOTE the WHITE PROXY in favor of four of the Company's
six nominees for Board of Directors, and not vote for the slate nominated
by the dissident group led by Pinnacle Fund and Red Oak Partners.
Glass Lewis recommends that stockholders return the Company-provided WHITE
proxy card with votes FOR the election of Richard J. Agnich, Nancy L.
Harris, Lou Mazzucchelli and Ray R. Miles to the Board, and FOR the
ratification of Ernst & Young as the Company's independent auditor, at the
Company's annual meeting of stockholders to be held August 28, 2009. In
addition, Glass Lewis recommends that stockholders NOT return the
Pinnacle/Red Oak blue proxy card. Glass Lewis' clients include
institutional investors, mutual funds, pension funds and other fiduciaries.
In its analysis, Glass Lewis stated, "We note that the Dissident's plan for
improvement contains objectives that are similar to the Company's own
strategic plan. As such, we do not find that the Dissident's concerns
warrant replacement of the entire board."
Glass Lewis further noted, "In general, we believe that incumbent
management, with access to more and better information regarding the
company, should be given the benefit of the doubt regarding its strategic
business decisions. As a rule, we are reticent to recommend the removal of
incumbent directors or in favor of Dissident nominees unless one of the
following two things has occurred: (i) there are serious problems at the
company and the newly proposed nominees have a clear and realistic plan to
solve these problems; or (ii) the current board has undertaken an action
clearly contrary to the interests of shareholders (or failed to take an
action clearly to the benefit of shareholders)."
"We are very pleased that a well-respected, independent third party such as
Glass Lewis, in its careful review of our recent shareholder value creation
accomplishments and future strategic growth plans, recommends that
stockholders vote for four of Asure's nominees and not return the
Pinnacle/Red Oak proxy card," said Nancy L. Harris, President and Chief
Executive Officer of Asure. "We are also gratified that Glass Lewis agrees
with our Board's position that it would be very detrimental to all
stockholders if the Pinnacle/Red Oak slate were to gain control of the
Board. We are pleased that Glass Lewis, in its report, recognizes that the
Asure Board has been proactive in repositioning and transforming the
Company. In the interests of all our stockholders, however, we remain open
to discussion with Pinnacle/Red Oak to come to a compromise settlement and
end this distracting, disruptive and costly proxy contest."
About Asure Software
Headquartered in Austin, Texas, Asure Software (ASUR), (a d/b/a of Forgent
Networks, Inc.), empowers small to mid-size organizations and divisions of
large enterprises to operate more efficiently, increase worker productivity
and reduce costs through a comprehensive suite of on-demand workforce
management software and services. Asure's market-leading suite includes
products that optimize workforce time and attendance tracking, benefits
enrollment and tracking, pay stubs and W2 documentation, expense
management, and meeting and event management. With additional offices in
Warwick, Rhode Island, Vancouver, British Columbia, and Mumbai, India,
Asure serves 3,500 customers around the world. For more information, please
visit www.asuresoftware.com.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995:
Statements in this press release regarding Asure's business which are not
historical facts are "forward-looking statements" that involve risks and
uncertainties. Such risks and uncertainties, which include those associated
with continued listing of the Company's securities on the NASDAQ Capital
Market, could cause actual results to differ from those contained in the
forward-looking statements.
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