Good morning, ladies and gentlemen. I'm Jim Miller, Chairman of the Board. It's 10:00 A.M., and the 2025 LivePerson Special Meeting of Stockholders will now come to order. We want to welcome you and express our thanks for your attendance at this virtual meeting. You should be able to see the agenda for this meeting on your computer screen, which is as shown in the definitive proxy statement approved by our Board. In addition, you should be able to see a link to our meeting procedures on the meeting website. Also here are Jon Perachio, our Senior Director of Investor Relations; Darrington Hobson from BDO, our independent registered public accounting firm; John Lawrence and Fried Frank, outside counsel; LivePerson; and Robert Johnson of The Carideo Group, who is serving as the Inspector of Elections.
Robert Johnson has been appointed Inspector of Elections to examine and tabulate proxies and ballots at this meeting. I'll now turn it over to Jon Perachio to make some procedural points.
First, please note that we are recording this meeting, and you'll be able to replay a recording of it from the virtual shareholder meeting website, which is virtualshareholdermeeting.com/lpsn2025.sm. Please wait a day or so to allow the recording to be uploaded. Second, you can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions. If we do not get to your question, you are welcome to ask it by emailing ir-lp@liveperson.com. Third, you can vote during this meeting at any time from the beginning of the meeting through presentation of the proposals until we close the polls. However, if you have already voted in advance by using an online ballot, voting by phone, or using a physical proxy card, a vote at this meeting will supersede your earlier vote.
If you have already voted, you do not need to vote again unless you wish to change your vote. Fourth, in the event of any technical difficulties before the formal adjournment of the meeting, we may temporarily adjourn and reconvene. The meeting will proceed as follows. First, we'll discuss, move, and second the matters to be acted upon by the stockholders as described in the notice of special meeting. After all matters have been discussed, the actual vote on each matter will then occur. You may vote by going to virtualshareholdermeeting.com/lpsn2025.sm and logging in using your control number found on your proxy card or voting instruction form and 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 have been made available on the meeting website.
John Collins will now conduct the special meeting as it relates to the proposals to be voted upon by the stockholders.
All stockholders of record at the close of business on September 15, 2025, were given notice of the meeting by United States Mail on or about September 17, 2025. I have for the inclusion in the record of this meeting an affidavit to that effect. The preliminary report of the Inspector of Elections is that at least 33 1/3 % of the total number of shares issued and 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 reverse stock split proposal. As defined in the definitive proxy statement, are there any questions regarding this proposal?
There are questions.
It is important to note that we are unable to answer any questions on our third quarter performance on this call. We should have time for a few questions, provided that they are relevant and not related to privileged information. Given our limited time, we will focus on the most frequently asked questions and group together questions that are substantially similar to avoid repetition. Please be reminded that the rules of the meeting allow 10 minutes per topic and 30 minutes total for the questions and answers portion of the meeting. During the course of this question and answer session, comments that we make regarding LivePerson that are not historical facts are forward-looking statements based on our current expectations, assumptions, estimates, and projections about LivePerson and our industry.
These forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. As such, forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Various factors could cause actual results to differ from those discussed in the forward-looking statements. Stockholders and other attendees of this meeting are referred to the reports and documents filed from time to time by LivePerson with the Securities and Exchange Commission for a discussion of these important risk factors. These documents contain and identify important factors that could cause actual results to differ from those contained in forward-looking statements. This statement applies to this morning's special meeting as well.
John, I'll read the questions. Given the significant and persistent disconnect between the company's asset value and its public market valuation, has the Board engaged advisors to formally explore all strategic alternatives to maximize value for shareholders, including its potential sale of the company?
The Board and management are pursuing all options to maximize shareholder value.
A second question. The decision to seek authorization for a reverse stock split sent a powerfully negative signal to the market, from which the share price has not recovered. This was done just days before regaining NASDAQ compliance. Can the Board walk shareholders through the strategic rationale of that decision, its timing, and explain how that action was aligned with the goal of maximizing long-term shareholder value?
I'll take that one, Jon and Jim. The decision was derived from working backwards from the processes and expected timelines to execute these processes that would ensure we would have the option of a reverse stock split within the grace period provided by NASDAQ.
Of course, any and all other questions will be responded to via the IR inbox, and we are always happy to set up a call with our investors.
With those questions being addressed, I will restate the first matter to be acted upon today, which is the reverse stock split proposal as defined in the definitive proxy statement.
Moved that the reverse stock split proposal be approved.
I second the motion. Next, we will consider the authorized common stock increase proposal as defined in the definitive proxy statement. Are there any questions regarding this proposal? There being no new questions, a motion on the proposal is now in order.
I move that the authorized common stock increase proposal be approved.
I second the motion. We'll now proceed to vote on the previously discussed proposals. 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 through a brokerage in street name, you can vote at this meeting only if you've obtained a valid legal proxy to vote 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 on your computer screen labeled Vote Here. While the Inspector of Elections completes the tabulation of the votes, we would be happy to take any further questions.
No questions.
There being no further questions posed, I will report on the results of the stockholder vote. We have now either addressed all questions that we have received or the allotted time has elapsed. I will now turn the meeting back over to Jim Miller, who will report on the results of the shareholder vote.
According to the report of the Inspector of Elections, each proposal presented to this meeting has been approved. First, the reverse stock split proposal has been approved. Second, the authorized common stock increase proposal has 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 that the meeting be adjourned.
I second the motion. Upon motion duly made and seconded, this meeting is hereby adjourned. Thank you very much for joining this morning.
This concludes today's meeting. You may now disconnect.