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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2019
_____________________
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 York | 10018 | |
(Address of principal executive offices) | (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)) |
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 |
Common Stock, par value $0.001 per share | LPSN | The Tel Aviv Stock Exchange |
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
LivePerson, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 6, 2019 (the “Annual Meeting”). As of April 22, 2019, the record date for the Annual Meeting, there were a total of 64,830,366 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 54,306,780 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 I director nominees to serve on the Company’s Board of Directors until the 2022 Annual Meeting of Stockholders, or until such director’s successor is duly elected and qualified, with the following voting results:
Director | Votes For | Votes Withheld | Broker Non-Votes |
Jill Layfield | 32,711,093 | 14,501,265 | 7,094,422 |
Director | Votes For | Votes Withheld | Broker Non-Votes |
William G. Wesemann | 31,799,793 | 15,412,565 | 7,094,422 |
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, 2019 with the following voting results:
Votes For | Votes Against | Abstain | Broker Non-Votes |
53,909,466 | 295,743 | 101,571 | — |
At the Annual Meeting, the stockholders also approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, with the following voting results:
Votes For | Votes Against | Abstain | Broker Non-Votes |
30,133,278 | 16,926,819 | 152,261 | 7,094,422 |
At the Annual Meeting, the stockholders also approved the LivePerson, Inc. 2019 Stock Incentive Plan with the following voting results:
Votes For | Votes Against | Abstain | Broker Non-Votes |
42,296,220 | 4,893,637 | 22,501 | 7,094,422 |
At the Annual Meeting, the stockholders also approved the LivePerson, Inc. 2019 Employee Stock Purchase Plan with the following voting results:
Votes For | Votes Against | Abstain | Broker Non-Votes |
46,577,814 | 599,827 | 34,717 | 7,094,422 |
At the Annual Meeting, the stockholders also approved the amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares, with the following voting results:
Votes For | Votes Against | Abstain | Broker Non-Votes |
50,816,231 | 1,816,239 | 1,674,310 | — |
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: June 11, 2019 | ||||||
By: | /s/ Monica L. Greenberg | |||||
Monica L. Greenberg Executive Vice President, Corporate Development, Strategic Alliances and General Counsel | ||||||