| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As previously disclosed, a special meeting of stockholders of LivePerson, Inc. (the “Company”), was held at 10:00 a.m. Eastern Time on August 20, 2026, and was adjourned to 10:00 a.m. Eastern Time on September 2, 2026, to allow the Company to solicit additional proxies in favor of the Merger Proposal (as defined below). At the reconvened special meeting held on September 2, 2026 (the “Special Meeting”), the holders of 6,492,958 shares of the Company’s common stock, par value $0.001 per share, were represented virtually or by proxy, and therefore a quorum was present.
At the Special Meeting, the following proposals were voted upon (each of which is described in detail in the definitive proxy statement/prospectus for the Special Meeting, which was filed with the Securities and Exchange Commission on July 9, 2026):
Proposal 1. 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 the Company, 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”).
Proposal 2. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’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”).
Proposal 3. 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”).
Each of the Merger Proposal and the Non-binding Compensation Advisory Proposal was approved by the requisite vote of the Company’s stockholders. Because the Merger Proposal was approved, the Adjournment Proposal was not presented for a vote. A summary of the voting results for each proposal is set forth below.
Proposal 1. The Merger Proposal
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstain |
| 6,339,066 |
|
134,018 |
|
19,874 |
Proposal 2. The Non-binding Compensation Advisory Proposal
|
|
|
|
|
| Votes For |
|
Votes Against |
|
Abstain |
| 4,535,162 |
|
1,718,785 |
|
236,319 |
As a result of receipt of shareholder approval of the Merger Proposal, all conditions precedent to the consummation of the transactions contemplated by the Merger Agreement and Notes Restructuring Agreement have been satisfied, and the parties expect to consummate such transactions on September 4, 2026.
In addition, the Company and SoundHound have determined in accordance with the previously disclosed terms of the Merger Agreement that (a) the Per Share Merger Consideration (as defined in the Merger Agreement) will be an amount equal to 0.4673 shares of Class A Common Stock of SoundHound, par value $0.0001 per share and (b) the Per Share Cash Merger Consideration (as defined in the Merger Agreement) will be an amount in cash equal to $3.31.
On September 2, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
