Current Report · Items 5.07, 8.01, 9.01 · 8-K
LivePerson, Inc.
Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders. On August 20, 2026, LivePerson, Inc. (“LivePerson” or the “Company”) called to order the special meeting of the Company’s stockholders (the “Special Meeting”) held (i) to adopt the Amended and Restated Merger Agreement, dated July 2, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among LivePerson, SoundHound AI, Inc.…
Filed Aug 20, 2026Accepted Aug 20, 2026, 4:38 PM EDTCIK 1102993Accession 0001193125-26-359283
Company context
LivePerson (NASDAQ: LPSN) is an enterprise leader in predictable conversational AI. The world’s leading brands use our award-winning Conversational Cloud and Syntrix platforms to connect with millions of customers. We power nearly a billion messages every month, providing uniquely rich data analytics, agent training, and AI evaluation tools to unlock the power of conversational AI for better business outcomes. Learn more at liveperson.com.
Historical securities (1)
Registered securities in this filing
LIVEPERSON INC · 8-K · Filed 2026-08-20
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Sep 4, 2026
Filing context
Context: duration_2026-08-20_to_2026-08-20_us-gaap-StatementClassOfStockAxis_us-gaap-CommonStockMember
Dimensions: us-gaap:StatementClassOfStockAxis
Rights to Purchase Series A Junior Participating Preferred Stock
- Symbol
- Not supplied
- Exchange
- NASDAQ
- Classification
- RIGHT
Filing context
Context: duration_2026-08-20_to_2026-08-20_us-gaap-StatementClassOfStockAxis_us-gaap-SeriesAPreferredStockMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000119312526359283 · 2 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 5.07, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 20, 2026, LivePerson, Inc. (“LivePerson” or the “Company”) called to order the special meeting of the Company’s stockholders (the “Special Meeting”) held (i) to adopt the Amended and Restated Merger Agreement, dated July 2, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among LivePerson, SoundHound AI, Inc. (“SoundHound”), Lightspeed Merger Sub Inc., an indirect wholly owned subsidiary of SoundHound and Lightspeed Merger Sub II Inc., an indirect wholly owned subsidiary of SoundHound, and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) (and such proposal, the “Merger Proposal”); (ii) to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to LivePerson’s named executive officers that is based on, or otherwise relates to, the mergers contemplated by the Merger Agreement (the “Non-binding Compensation Advisory Proposal”); and (iii) to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”).
At the Special Meeting, the holders of 6,052,028 shares of the Company’s common stock, par value $0.001 per share (“Company common stock”), were represented virtually or by proxy, and therefore a quorum was present.
Based on the proxies and ballots received prior to the opening of the Special Meeting, there were not sufficient votes to approve the Merger Proposal. Accordingly, a vote was called on the Adjournment Proposal to authorize the adjournment of the Special Meeting to solicit additional proxies in favor of the Merger Proposal.
The Adjournment Proposal was approved by a vote of 5,811,286 shares of Company common stock in favor, with 193,675 shares voting against, 44,375 shares abstaining and no broker non-votes, thus constituting approval by more than a majority of the shares of Company common stock represented in person or by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal.
The Special Meeting was then adjourned without opening the polls on the Merger Proposal and the Non-binding Compensation Advisory Proposal, which were scheduled to be submitted to a vote of the Company’s stockholders at the Special Meeting. The Special Meeting was adjourned until September 2, 2026 at 10:00 a.m. Eastern Time in order to allow the Company to solicit additional proxies with respect to the Merger Proposal.
The Special Meeting will reconvene on September 2, 2026 at 10:00 a.m. Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/LPSN2026SM. Stockholders will be able to attend and vote at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are set forth in the definitive proxy statement/prospectus dated July 9, 2026 (the “Proxy Statement”). The Company does not intend to change the record date of the Special Meeting. Accordingly, only stockholders of record at the close of business on July 6, 2026 will be entitled to vote at the reconvened Special Meeting.
Stockholders who have previously submitted their proxy or otherwise voted and who do not wish to change their vote do not need to take any action. Until the Special Meeting is reconvened on September 2, 2026, the Company will continue to solicit proxies from its stockholders with respect to the Merger Proposal and the Non-binding Compensation Advisory Proposal. Stockholders holding shares of Company common stock as of the record date of July 6, 2026, who have not yet voted, are encouraged to vote electronically.
No changes have been made to the proposals to be voted on by stockholders at the Special Meeting. The Company encourages all of its stockholders to read the Proxy Statement, which is available free of charge on the SEC’s website at www.sec.gov.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On August 20, 2026, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) d127293dex991.htmEX-99.1
2
d127293dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
LivePerson Announces Adjournment of Special Meeting of Stockholders
Results Show Over 97% of Votes Cast to Date Are in Favor of the Merger with SoundHound AI
Meeting Adjourned to September 2, 2026, at 10:00 a.m. Eastern Time
Urges Stockholders Who Have Not Voted to Vote FOR Transaction with SoundHound AI Today
NEW YORK, August 20, 2026 - LivePerson (NASDAQ: LPSN) (“LivePerson” or “the Company”), a leading
provider of predictable conversational AI, today announced that its Special Meeting of Stockholders (the “Special Meeting”) originally scheduled for this morning, August 20, 2026, was convened and immediately adjourned to
September 2, 2026, at 10:00 a.m. Eastern Time. The adjourned meeting will continue to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2026SM.
The Company issued the following statement:
While over 97% of LivePerson shares casting votes to date have been in favor of the merger with SoundHound AI (based on preliminary results),
the transaction can only be completed once a majority of all outstanding LivePerson shares have been voted - a threshold we are currentl…
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