8-K
false000123546800012354682024-02-292024-02-29

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 29, 2024

https://cdn.kscope.io/9811681b9a860fea03ecdc23b341553b-img213966529_0.jpg 

 

 

Liquidity Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

0-51813

52-2209244

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6931 Arlington Road

Suite 460

 

Bethesda, Maryland

 

20814

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 202 4676868

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

LQDT

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 29, 2024, Liquidity Services, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”), pursuant to notice duly given. Four proposals were submitted to the stockholders of the Company (the “Stockholders”) at the Annual Meeting. The Stockholders voted in accordance with the recommendation of the Board of Directors on each of the four proposals. The final voting results are as follows:

 

Proposal 1: Election of Directors.

Director Nominees

Votes For

Votes Withheld

Broker Non-Votes

Katharin S. Dyer

23,309,467

2,126,209

2,852,101

Amath Fall

24,832,141

603,535

2,852,101

Beatriz V. Infante

24,766,717

668,959

2,852,101

Summary of Results: Each Director Nominee was duly elected to serve until the Annual Meeting of Stockholders in 2027 or until his, her or their successor has been duly elected and qualified, or until the earlier of his, her or their death, resignation or retirement.

Proposal 2: Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2024.

Votes For

28,247,432

Votes Against

27,185

Abstentions

13,160

Result of Vote: The Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2024.

 

Proposal 3: Approval of an Advisory Resolution on Named Executive Officer Compensation.

Votes For

25,029,535

Votes Against

400,228

Abstentions

5,913

Broker Non-Votes

2,852,101

Result of Vote: The Stockholders approved the advisory resolution on named executive officer compensation.

Proposal 4: Approval of an Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.

Votes For

16,036,719

Votes Against

9,388,654

Abstentions

10,303

Broker Non-Votes

2,852,101

Result of Vote: The Stockholders approved the amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.
 

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LIQUIDITY SERVICES, INC.

 

(Registrant)

 

 

Date: February 29, 2024

By:

/s/ Mark A. Shaffer

 

Name:

Mark A. Shaffer

 

Title:

Chief Legal Officer and
Corporate Secretary