Good morning, ladies and gentlemen. I'm John Sabino, Chief Executive Officer and a director on the LivePerson board. It's 10:00 A.M., and the 2026 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 screens, which is as shown in the definitive proxy statement approved by our board. You should be able to see a link to our meeting procedures on the meeting website.
Also present at this special meeting are John Collins, our Chief Financial and Operating Officer, Jon Perachio, our Vice President of Investor Relations, Thomas McLoughlin from BDO, our independent registered public accounting firm, Chris Mathiesen of Fried Frank, outside legal counsel to LivePerson, and Cheryl Niebeling of the Carideo Group, who is serving as the Inspector of Elections. Cheryl Niebeling has been appointed Inspector of Elections to examine and tabulate proxies and ballots for this meeting. I'll now hand it over to Jon Perachio to make some procedural points. Jon?
Thanks, John. 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/lpsn2026sm. 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're 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 the presentation of the proposal that will be presented during this meeting 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 adjournment proposal as described in the notice of special meeting. After the adjournment proposal has been discussed, the actual vote on the adjournment proposal will then occur. You may vote by going to virtualshareholdermeeting.com/lpsn2026sm 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 result 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 a special meeting as it relates to the adjournment of proposal. John?
Thanks, John. All stockholders of record at the close of business on July 6, 2026, were given notice of the meeting by U.S. Mail on or about July 9, 2026. I have, for the inclusion in the record of this meeting, an affidavit from Broadridge Financial Solutions to that effect. There are also, accessible on the virtual meeting website during the meeting, a true and complete list of stockholders entitled to vote at the meeting. The list contains the name and addresses of each stockholder entitled to vote at the meeting and the number of shares registered in the name of each stockholder of record at the close of business on July 6, 2026. This list has been available for 10 days prior to the meeting on the virtual meeting website.
The company has appointed Cheryl Niebeling to act as the Inspector of Election at this meeting to count and certify all stockholder votes. Cheryl Niebeling has taken the oath of Inspector of Election, which was delivered to me before this meeting. As of the close of business on July 6, 2026, the record date for this meeting, the number of shares of stock entitled to vote and issued and outstanding was 12,332,427. The presence, virtually or by proxy, of the holders of 33.3% of the number of shares of stock issued and outstanding and entitled to vote at the meeting is necessary to constitute a quorum in connection with the transaction of business at this meeting.
The preliminary report of the Inspector of Elections is that at least 33.3% of the total number of shares issued and outstanding and entitled to vote are present virtually or by proxy at this meeting. Consequently, we have a quorum present virtually 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. Now, we will move to the formal business of the meeting. Detailed information concerning the adjournment proposal is contained in the proxy statement. Please note that recording of this meeting is prohibited. Additional rules of conduct and procedures are posted on the virtual meeting website. It is now 10:05 A.M. Eastern Time, and the polls are open.
Immediately prior to this meeting, the holders of 6,052,027 shares have voted with respect to the merger proposal and approximately 97% of those shares have voted in favor of the merger proposal. The holders of 248,966 additional shares voting in favor of the merger proposal are required to approve the merger proposal. Because there are insufficient votes to approve the merger proposal, we will consider a proposal to approve the adjournment of the LivePerson special meeting to solicit additional proxies, referred to as the adjournment proposal. Are there any questions regarding this proposal?
There are no questions.
There being no questions, a motion on the proposal is now in order.
I move that the adjournment proposal be approved.
I second the motion. We'll now proceed to vote on the adjournment proposal. It is 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 will be happy to take any questions.
There are no questions.
I will be closing the polls momentarily. If any stockholder has not already voted or wants to change your vote, please do so at this time. I will pause for a brief moment to allow any last votes to be submitted.
There are no questions.
There being no questions posed, and now that everyone has had an opportunity to vote, I declare the polls closed. I will turn the meeting back over to John Sabino, who will report on the results of the stockholder vote on the adjournment proposal.
According to the report of the Inspector of Elections, the adjournment proposal presented to this meeting has been approved. The Inspector of Elections will execute a certificate as to the results of the voting, and the certificate will be filed in the minute books of the company along with the minutes of this meeting. The final voting results will be reported in a current report on Form 8-K within four business days after this meeting. In accordance with the approval of the adjournment proposal, may I have a motion that the meeting be adjourned to September 2nd at 10:00 A.M. Eastern Time to allow for the solicitation of additional proxies?
I move that the meeting be adjourned to reconvene virtually on September 2nd at 10:00 A.M. Eastern.
I second the motion. Upon motion duly made and seconded, this meeting is hereby adjourned. Thank you very much for joining this morning. This is the end of our meeting.
Ladies and gentlemen, this now concludes our meeting, and you may now disconnect.