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

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Stockholders for LivePerson, Inc. I would now like to introduce the first presenter, Robert LoCascio.

Good morning, ladies and gentlemen. It's 10:00 a.m. and the 2021 LivePerson Annual Meeting of Stockholders will now come together -- come to order. I'm Rob LoCascio, Chairman and Chief Executive Officer. We want to welcome you and express our thanks for attendance at this virtual meeting. Under our bylaws, I've set both the agenda for the meeting, which you should be able to see on your computer screen 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 Kevin Lavan and the other directors present at the meeting. Also here are John Collins, our Chief Financial Officer; Norm Osumi, our Chief Accounting Officer; Vito Rao, our Controller of North America; Monica Greenberg, our Executive Vice President of Policy and General Counsel; Darrington Hobson from BDO USA, LLP, our current independent registered public accounting firm; John Lawrence of Fried, Frank, Harris, Shriver & Jacobson, our outside legal counsel to LivePerson; and Bob Johnson, who is serving as the Inspector of Elections. Bob Johnson 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'll 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. [Operator Instructions] Third, you're able to vote during the meeting at any time from the beginning of the meeting through the presentation of the proposal until we close the polls. However, if you have already voted in advance by using online ballot or physical proxy card, a vote will be superseded -- will supersede your earlier vote. If you have already voted, you don't 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 temporary 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 virtualshareholdermeeting.com/liveLPSN21 and logging in using your 16-digit control number found on your proxy card or voting instructions 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. And 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, and only speak when recognized. John Collins will now conduct the annual meeting as it relates to the proposals to be voted upon by stockholders. John?

Thanks. All stockholders of record at the close of business on April 19, 2021, were given notice of the meeting by United States Mail on or about April 26, 2021. And 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 a majority of the 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 III directors. Nominations are now in order for these directors who will serve for a term of 3 years until the annual meeting in 2024 or until their successors are duly elected and qualified. The Board of Directors has nominated Kevin C. Lavan and Robert P. LoCascio for reelection as Class III directors. Are there any questions regarding this proposal? There being no questions, a motion on the nomination is now in order.

I move that the director nominees be elected.

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, 2021, 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 appointment of BDO USA, LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021, 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 the LivePerson, Inc. 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 amendment 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 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 are a beneficial owner, in other words, if your shares are held through a brokerage and street name, you can vote at this meeting only if you obtain a valid proxy to vote specified shares from your broker, bank or other -- or the 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 on the button on the lower right-hand side of your computer screen labeled Vote Here. [Voting]

While the inspector of elections completes the tabulation of the votes, Robert LoCascio and I will be happy to take any questions. There being no questions posed, I will turn the meeting back over to Robert LoCascio, who will report on the results of the stockholder vote.

According to the report of the director, inspector of the elections, each proposed presented to the meeting has been approved. First, Kevin C. Lavan and Rob LoCascio have been reelected as directors; second, the Audit Committee appointment of BDO LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2021, has been ratified; third, the compensation of the company's named executive officers has been approved on an advisory basis; and fourth, the amendment of LivePerson, Inc.'s 2019 Stock Incentive Plan have been approved. The matter for which the meeting was called to consider has 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, meeting is hereby adjourned. Thank you very much for joining this morning. We hope we'll be able to reconvene in person next year.