Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2021
_____________________
LivePerson, Inc.
(Exact Name of Registrant as Specified in its Charter)
_____________________
Delaware
0-30141
13-3861628
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
475 Tenth Avenue, 5th Floor
New York, New York10018
(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)
_____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
LPSN
The Nasdaq Stock Market LLC
Item 5.07 Submission of Matters to a Vote of Security Holders
LivePerson, Inc. (the “Company”) held its Annual Meeting of Stockholders virtually via live audio webcast on May 26, 2021 (the “Annual Meeting”). As of April 19, 2021, the record date for the Annual Meeting, there were a total of 68,866,063 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 59,444,086 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 2024 Annual Meeting of Stockholders, or 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
Kevin C. Lavan
44,630,645
11,563,082
83,009
3,167,350
Director
Votes For
Votes Withheld
Abstain
Broker Non-Votes
Robert P. LoCascio
51,318,543
4,854,408
103,785
3,167,350
At the Annual Meeting, the stockholders also ratified the Audit Committee’s appointment of BDO USA, LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2021 with the following voting results:
Votes For
Votes Against
Abstain
Broker Non-Votes
58,758,947
617,740
67,399
—
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
51,750,793
4,452,971
72,972
3,167,350
At the Annual Meeting, the stockholders also approved an amendment to the LivePerson, Inc. 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder, with the following voting results:
Votes For
Votes Against
Abstain
Broker Non-Votes
38,381,487
17,831,810
63,439
3,167,350
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.
LIVEPERSON, INC.
(Registrant)
Date:
May 27, 2021
By:
/s/ Monica L. Greenberg
Monica L. Greenberg
Executive Vice President of Policy and General Counsel