LivePerson Inc.

10/07/2025 | Press release | Distributed by Public on 10/07/2025 06:39

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 2, 2025, LivePerson, Inc. (the "Company") held a special meeting of its stockholders virtually via live audio webcast (the "Special Meeting"). As described under Item 5.07 of this Current Report on Form 8-K, at the Special Meeting, the stockholders of the Company approved the proposed amendment (the "Stock Increase Charter Amendment") to the Company's Fourth Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of capital stock of the Company from 200.0 million shares of common stock, par value $0.001 (the "Common Stock") to 300.0 million sharesof Common Stock. The Stock Increase Charter Amendment is described in detail under "Proposal No. 2: Authorized Common Stock Increase Proposal" commencing on page 25 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on September 17, 2025 ("Proxy Statement") in connection with the Special Meeting. The Stock Increase Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on October 3, 2025. The description of the Stock Increase Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment No. 2 to the Certificate of Incorporation, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of September 15, 2025, the record date for the Special Meeting, there were a total of 150,594,095 shares of the Company's Common Stock outstanding, and 26,551 shares of the Company's Series B Fixed Rate Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") outstanding that entitled holders thereof to an aggregate 16,080,310 votes (which includes the limitation on voting rights imposed by the Beneficial Ownership Limitation (as defined in the Proxy Statement)). The outstanding shares of Common Stock and Series B Preferred Stock as of the record date represented all of the outstanding voting securities of the Company. At the Special Meeting, the holders of 74,781,018 shares of Common Stock and Series B Preferred Stock were represented in person or by proxy, and therefore a quorum was present.
At the Special Meeting, the stockholders approved an amendment to the Certificate of Incorporation (i) to effect a reverse stock split of the Company's Common Stock, subject to the Board's discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the Board, without further approval or authorization of the Company's stockholders, prior to October 2, 2026 and, (ii) when the reverse stock split is effected, to decrease the number of authorized shares of the Company's Common Stock in the same ratio as is selected for the reverse stock split (such amendment, the "Reverse Stock Split Charter Amendment"), with the following voting results:
Votes For Votes Against Abstain
88,626,269 2,196,791 19,879
At the Special Meeting, the stockholders also approved the Stock Increase Charter Amendment to increase the number of authorized shares of Common Stock by a factor of 1.5x, prior to giving effect to any reverse stock split approved pursuant to the Reverse Stock Split Amendment, with the following voting results:
Votes For Votes Against Abstain
80,456,114 10,351,475 35,350
Item 8.01 Other Events.
Conversion of Series B Preferred Stock
The stockholder approval of the Stock Increase Charter Amendment, and the filing acceptance by the Secretary of State of the State of Delaware of the Stock Increase Charter Amendment resulted in the conversion of all 26,551 shares of Series B Preferred Stock into an aggregate 23,217,594 shares of Common Stock, which shares are expected to be issued on October 7, 2025.
LivePerson Inc. published this content on October 07, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 07, 2025 at 12:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]