LivePerson, Inc. (LPSN)
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AGM 2020

Jun 11, 2020

Speaker 1

Good morning. My name is Thea, and I will be the conference operator. At this time, I would like to welcome everyone to the LivePerson Inc. 2020 Annual Meeting. All lines have been placed on mute to prevent any background noise.

At this time, I would like to turn the conference over to Rob Ocasio. Please go ahead, sir.

Speaker 2

Good morning, ladies and gentlemen. It's 10 am and the 2020 LivePerson Annual Meeting of Stockholders will now come to order. I'm Robert Ocasio, Chairman and Chief Executive Officer, we want to welcome you and express our thanks for your attendance at the meeting. This is our first time holding a virtual meeting as permitted by the State of Delaware, our state of incorporation. As Chairman, under the bylaws, I have set both the agenda for the meeting, which you should be able to see on your computer screens, and certain operating procedures to provide for the orderly transaction of business.

You should be able to see a link to our meeting procedures on the meeting website. I'd like to begin by introducing the other directors present at the meeting. Kevin Lavin is currently present. Also there's John Collins, our CFO Daryl Carlo, our Senior Vice President and Global Corporate Controller Monica Greenberg, our EVP for Policy and General Counsel, Bitto Rail, our Controller for North America Jack Giegenrich and Blake Roberts from BDO USA LLP, our current independent registered public accountants Brian Margolis, our Fried Frank of Harris, Shriver, Jacobsen, our outside legal counsel to LivePerson. Actually, it's interesting.

He's been counsel for 20 years being public. So make that congratulations, Brian. And Gerald Lane, who is serving as the Inspector of our elections. Gerald Lane has been appointed Inspector of Elections to examine and tabulate proxies and ballots at this meeting. Let me make some procedural points first.

We are recording this meeting and you will be able to replay a recording of it for 1 year from the virtual shareholdermeeting.com website. Please wait a day or so to allow the recording to be uploaded. 2nd, you can use the question box on your screen to submit questions at any time during this meeting. We cannot guarantee that we will answer all questions. If we don't get to your question, you're welcome to ask it by using the contact section of our website, liveperson.com.

And third, you are able to vote during this meeting at any time from the beginning of the meeting through presentation to the proposals until we close the polls. However, if you have already voted in advance by using an online ballot or physical proxy card, a vote at the meeting will supersede your earlier vote. If you have already voted, you do not need to vote again. 4th, in the event of any technical difficulties before the formal adjournment of this meeting, we may temporarily adjourn and reconvene. The meeting will proceed as follows.

1st, we'll discuss move and second, the matters to be acted upon by the stockholders as described in the notice of annual meeting. After all matters have been discussed, the actual vote on each matter will then occur. You may vote by going to the virtual shareholder meeting.com/lpsn20 and logging in using our following the instructions available on the meeting website. During the tabulation of the vote, stockholders may submit questions by following the instructions available on the meeting website. Finally, the results of the vote will be announced and the meeting will be adjourned.

We ask that you respect the rules of the meeting, which may have been made available on the meeting website and only speak when you're recognized. John Collins will now conduct the annual meeting as it relates to the proposals to be voted upon by the stockholders.

Speaker 3

Thanks, Rob. All shareholders of record at the close of business in April 2020 were given notice of the meeting by United States Mail on or about April 29, 2020 and I have for inclusion in the record of this meeting an affidavit to that effect. The preliminary report of the Inspector of Elections is that a majority of total number of shares outstanding and entitled to vote are present in person or by proxy at this meeting. Consequently, we have a quorum present in person or by proxy for purposes of conducting business at this meeting. A quorum being present, this meeting is declared open to proceed with its business.

The first matter to be acted upon today is the election of 2 Class II directors. Nominations are now in order for these directors who will serve a term of 3 years until the annual meeting in 2023 or until their successors are duly elected and qualified. The Board of Directors has nominated Peter Bloch and Fred Mosler for reelection as Class II Directors. Are there any questions regarding this proposal? There being no questions, the motion on the nomination is now in order.

Speaker 2

I move that the Director nominees be elected.

Speaker 3

And I second the motion. Next, we will consider the proposal to ratify the audit committee's appointment of BDO USA as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020 as described in the proxy statement. Are there any questions regarding this proposal? There being no questions, a motion on the proposal is now in order.

Speaker 2

I move that the proposal to ratify the audit committee's appointment of BDO USA LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020 be approved.

Speaker 3

I second the motion. Next, we will consider the proposal to approve on an advisory basis the compensation of the company's named executive officers as described in the proxy statement. Are there any questions regarding this proposal? There being no questions, the motion on the proposal is now in order.

Speaker 2

I move that the proposal to approve on an advisory basis the compensation of the company's named executive officers be approved.

Speaker 3

I second the motion. Next, we will consider the proposal to approve the adoption of the amendments to LivePerson's 2019 stock incentive plan. Are there any questions regarding this proposal? There being no questions, a motion on the proposal is now in order.

Speaker 2

I move that the proposal to approve the adoption of the amendments to the LivePerson Inc. 2019 Stock and Tencent Plan be approved.

Speaker 3

I second the motion. We'll now proceed to vote on the previously discussed proposals and nominees for director. It's not necessary for you to vote by ballot if you've already sent in your proxy, unless you wish to change your vote. You must be a record holder to vote at this meeting. If you're a beneficial owner, in other words, if your shares are held in street name, you can vote at this meeting only if you've obtained a valid proxy to vote the specified shares from your broker, bank or other nominee who holds your shares as a record holder.

If you are entitled to vote at this virtual meeting and you wish to vote at this time, please click the button in the lower right hand side of your computer screen labeled Vote Here. While the Inspector of Elections completes the tabulation of the votes, Rebel Ocasio and I will be happy to take any questions.

Speaker 2

There are no questions in the queue. You may proceed.

Speaker 3

John, you still there? Yes. According to the report of the Inspector of Elections, each proposal presented at this meeting has been approved. 1st, Peter Bloch and Fred Musler have been reelected as directors. 2nd, the Audit Committee's appointment of BDO USA LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020, has been ratified.

3rd, the compensation of the company's named executive officers has been approved on an advisory basis. And 4th, the amendments to the LivePerson Inc. 2019 stock incentive plan have been approved. The matters for which this meeting was called to consider have been completed. There is no other business to come before the meeting.

May I have a motion that the meeting be adjourned? I move the meeting be adjourned.

Speaker 2

I second the motion. Upon motion duly made and seconded, this meeting is hereby adjourned. Thank you very much for adjourning this meeting. We hope to be able to reconvene in person next year. Be safe.

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