LivePerson, Inc. (LPSN) Earnings Call Transcript & Summary

Good morning. My name is Sia, and I will be the conference operator. At this time, I would like to welcome everyone to the LivePerson, Inc. 2020 Annual Meeting. [Operator Instructions] At this time, I would like to turn the conference over to Rob LoCascio. Please go ahead, sir.

Good morning, ladies and gentlemen, it's 10 a.m. and the 2020 LivePerson Annual Meeting of Stockholders will now come to order. I'm Robert LoCascio, 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 Lavan is currently present. Also there's John Collins, our CFO; Daryl Carlough, our Senior Vice President and Global Corporate Controller; Monica Greenberg, our EVP for Policy and General Counsel, Vito Rao, our controller for North America; Jack Giegerich and Blake Roberts from BDO USA, LLP, our current independent registered public accountants; Brian Margolis of Fried, Frank, Harris, Shriver & Jacobson, our outside legal counsel to LivePerson. Actually, it's interesting, he's been counsel for 20 years being public. So with 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 virtualshareholdermeeting.com website. Please wait a day or so to allow the recording to be uploaded. Second, [Operator Instructions] And third, you are able to vote during this meeting at any time from the beginning of the meeting through presentations of the proposals until we close the polls. However, if you have already voted in advance by using an online ballot or a 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. Fourth, 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. First, 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 virtualshareholdermeeting.com/lpsn20 and logging in using our 16-digit control number found on your proxy card voting instructions form or notice of Internet availability and following the instructions available on the meeting website. [Operator Instructions] 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 are recognized. John Collins will now conduct the annual meeting as it relates to the proposals to be voted upon by the stockholders.

Thanks, Rob. All shareholders of record at the close of business in April 20, 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 of 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 Block and Fred Mossler for reelection as Class II directors. Are there any questions regarding this proposal? There being no questions...

I move that...

There being no questions, a motion on the nomination is now in order.

I move that the director nominees be elected.

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.

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.

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, a motion on the proposal is now in order.

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

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.

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

I second the motion. We'll now proceed to vote on the previously discussed proposals and nominees for directors. 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 obtain a ballot 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, Rob LoCascio and I will be happy to take any questions.

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

John, are you still there?

Yes. According to the report of the inspector of elections, each proposal presented at this meeting has been approved. First, Peter Block and Fred Mossler have been reelected as directors. Second, 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. Third, the compensation of the company's named executive officers has been approved on an advisory basis. And fourth, 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 to be adjourned.

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

Ladies and gentlemen, thank you for participating. You may now disconnect.