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 7, 2012

 

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) 		  (IRS 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))

 

 
 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

LivePerson, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 7, 2012 (the “Annual Meeting”). As of April 20, 2012, the record date for the Annual Meeting, there were a total of 55,026,345 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 48,422,087 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 each of the two following Class III director nominees to serve on the Company’s Board of Directors until the 2015 Annual Meeting of Stockholders, or until such director’s successor is duly elected and qualified, with the following voting results:

 

Director

  

For

  

Withhold

  

Broker

Non-Votes

Kevin C. Lavan   36,755,091   5,069,432   6,597,564
Robert P. LoCascio   40,124,694   1,699,829   6,597,564

 

At the Annual Meeting, the stockholders also approved the amendment and restatement of the Company’s 2009 Stock Incentive Plan (the “2009 SIP”), with the following voting results:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

29,867,968   12,009,717   10,307   6,534,095

 

A more complete description of the terms of the 2009 SIP and the material amendments and modifications thereto can be found in “Proposal Two—Approval of the 2009 Incentive Plan” in the Company’s definitive proxy statement dated April 27, 2012, and filed with the Securities and Exchange Commission on April 27, 2012, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Company’s definitive proxy statement are qualified in their entirety by reference to the 2009 SIP, a copy of which is filed as Exhibit 99.1 to this report.

 

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, 2012, with the following voting results:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

48,103,749   68,205   250,133   0

 

At the Annual Meeting, the stockholders also approved, on an advisory non-binding basis, the executive compensation of the Company’s named executive officers, with the following voting results:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

39,979,954   1,897,441   10,597   6,534,905

 

 
 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

     

Exhibit No.

  

Description of Document

   
99.1   LivePerson, Inc. 2009 Stock Incentive Plan

 

 

 

 

 

 
 

 

SIGNATURES

 

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 8, 2012            
             
    By:  

/s/ Monica L. Greenberg

    
        Monica L. Greenberg
Senior Vice President, Business Affairs and General Counsel		    

 

 

 

 
 

EXHIBIT INDEX

 

     

Exhibit Number

  

Description of Document

   
99.1   LivePerson, Inc. 2009 Stock Incentive Plan