LivePerson Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$LPSN
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 25, 2024
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(Exact Name of Registrant as Specified in its Charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, with zip code)
(212 ) 609-4200
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
_____________________
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described under Item 5.07 below, at the Annual Meeting (as defined below), the stockholders of LivePerson, Inc. (the “Company”) approved (i) the Company’s Amended and Restated 2019 Stock Incentive Plan, the purpose of which was to (A) increase the number of shares available for issuance under the terms of that plan by 4,600,000 shares and (B) remove the 1.5x fungible share ratio and (ii) the Company’s Amended and Restated 2019 Employee Stock Purchase Plan, the purpose of which was to (A) increase the number of shares available for issuance under that plan by 2,500,000 shares and (B) remove certain purchase limitations under the plan. Descriptions of the material terms of each plan are set forth under the headings “Proposal No. 5 Amendment and Restatement of the 2019 Stock Incentive Plan” and “Proposal No. 6 Amendment and Restatement of the 2019 Employee Stock Purchase Plan” in the proxy statement filed by the Company with the Securities and Exchange Commission on October 24, 2024, which descriptions are hereby incorporated into this Item 5.02 by reference. The descriptions included and incorporated by reference above are qualified by reference to the text of the respective plans, each of which is filed herewith as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.
The Company’s Board of Directors had previously adopted the Amended and Restated 2019 Stock Incentive Plan and the Amended and Restated 2019 Employee Stock Purchase Plan, subject to stockholder approval. All executive officers of the Company are eligible to participate in each of the plans.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company reconvened its Annual Meeting of Stockholders virtually via live audio webcast on November 25, 2024 (the “Annual Meeting”). The Annual Meeting was commenced on November 4, 2024 and was adjourned until November 25, 2024 due to a lack of quorum. As of September 20, 2024, the record date for the Annual Meeting, there were a total of 90,258,009 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, constituting all of the outstanding voting securities of the Company. At the Annual Meeting, the holders of 49,347,140 shares of the Company’s common stock were represented in person or by proxy, and therefore a quorum was present.
At the Annual Meeting, the stockholders elected the following Class III director nominees to serve on the Company’s Board of Directors until the Company’s 2027 Annual Meeting of Stockholders, and until such directors’ successors shall have been duly elected and qualified, with the following voting results:
| Director | Votes For | Votes Withheld | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Karin-Joyce (K.J.) Tjon | 31,146,205 | 3,867,815 | N/A | 14,333,120 | ||||||||||||||||||||||
| Director | Votes For | Votes Withheld | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Dan Fletcher | 31,195,674 | 3,818,348 | N/A | 14,333,120 | ||||||||||||||||||||||
At the Annual Meeting, the stockholders also ratified the Audit Committee’s appointment of BDO USA, P.C. as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2024 with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
44,815,090 | 4,089,481 | 442,569 | — | |||||||||||||||||
At the Annual Meeting, the stockholders also approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
30,816,143 | 3,866,917 | 344,406 | 14,319,414 | |||||||||||||||||
At the Annual Meeting, the stockholders also approved the ratification of the Company’s Tax Benefits Preservation Plan so that it may remain in effect through January 21, 2027 unless earlier terminated by the Company’s Board of Directors, with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
18,564,684 | 14,764,938 | 698,114 | 14,319,414 | |||||||||||||||||
At the Annual Meeting, the stockholders also approved the Amended and Restated LivePerson, Inc. 2019 Stock Incentive Plan to increase the number of shares of the Company’s common stock available for issuance thereunder and to make certain other changes thereto, as described above, with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
30,541,082 | 4,073,772 | 412,882 | 14,319,414 | |||||||||||||||||
At the Annual Meeting, the stockholders also approved the Amended and Restated LivePerson, Inc. 2019 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock available for issuance thereunder and to make certain other changes thereto, as described above, with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
30,815,823 | 3,906,844 | 305,069 | 14,319,414 | |||||||||||||||||
At the Annual Meeting, the stockholders did not approve an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law. The affirmative vote of a majority of the outstanding shares of the Company’s common stock would have been required, and accordingly, the proposal did not pass with the following voting results:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
28,451,449 | 6,229,599 | 346,688 | 14,319,414 | |||||||||||||||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 26, 2024
LIVEPERSON, INC.
(Registrant)
By: /s/ Monica L. Greenberg
Monica L. Greenberg
Executive Vice President, Policy and General Counsel