10-K/A: LivePerson Files Amendment No. 1 to 2024 Annual Report on Form 10-K/A

LivePerson files an amendment to its 2024 Annual Report on Form 10-K/A to include information omitted from the original filing regarding directors, executive officers, and corporate governance.

Summary

• LivePerson, Inc. is filing Amendment No. 1 on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment includes information required by Items 10 through 14 of Part III of Form 10-K, which was omitted from the original filing.
• The company will not have filed its definitive proxy statement by the filing deadline, necessitating the amendment.
• The amendment restates Items 10, 11, 12, 13, and 14 of Part III of the Original Form 10-K in their entirety.
• Certifications by LivePerson's principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV.
• The amendment does not reflect events occurring after the filing of the Original Form 10-K or modify the disclosure contained therein, except as required to reflect the amendments.
• The document includes information about the company's directors, executive officers, corporate governance, executive compensation, security ownership, related transactions, and principal accountant fees and services.
• As of February 28, 2025, 91,313,969 shares of the registrant's common stock were outstanding.
• The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2024 was $44,140,772.
• The company's auditor is BDO USA, P.C. located in New York.

Sentiment

Score: 6

Explanation: The document is primarily factual and procedural, relating to the filing of an amendment to the annual report. While there are some positive aspects related to corporate governance, there are also some negative aspects related to late filings and stock price pressure. Overall, the sentiment is neutral.

Positives

• The company has a clawback policy in place to recover erroneously awarded compensation from executives in the event of an accounting restatement.
• The company has stock ownership guidelines for executives and non-employee directors to align their interests with those of shareholders.
• The Board has determined that several directors are independent under Nasdaq listing requirements and SEC rules.
• The company has Corporate Governance Guidelines and a Code of Business Conduct and Ethics in place.
• The company has an Insider Trading and Disclosure Policy that prohibits hedging and certain equity transactions.

Negatives

• One Form 4 was filed late by Vector Capital Management, L.P. with respect to transactions on three days during the 2024 fiscal year.
• The company's stock price has been under pressure, leading to adjustments in equity award methodologies for non-employee directors.

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties.
• Actual future events or results could differ materially from those expressed or implied in the forward-looking statements.
• Important factors that could cause actual results to differ materially include those set forth in the Risk Factors section of the Original Form 10-K.

Future Outlook

The document contains forward-looking statements, but the company does not undertake any obligation to revise them to reflect future events or circumstances and generally provides expectations only once per quarter.

Management Comments

• The Compensation Committee believes that our executive base salaries should reflect competitive levels of pay and factors unique to each executive such as experience and breadth of responsibilities, performance, individual skill set, time in the role and internal pay parity.
• The Company believes that it has procedures and practices in place which are designed to enhance and protect the interests of its stockholders.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it does mention that the Compensation Committee periodically reviews comparative market composite data of practices of the Company's peers provided by Compensia.

Comparison to Industry Standards

• The Compensation Committee reviews comparative market composite data of practices of the Company's peers provided by Compensia to determine the Board compensation framework.
• The company's compensation philosophy is to position non-employee director compensation competitively against companies of similar industry size and value.

Management Changes

Corporate Governance

Related Party Transactions

• On October 20, 2024, LivePerson entered into a Cooperation Agreement with the Vector Group regarding board refreshment.
• The Vector Group recommended Mr. Fletcher as a director candidate, and he was elected to the Board.
• The company agreed to appoint one mutually agreed candidate or accept the resignation of one director.
• The Vector Group agreed to vote in favor of the Board's nominees for director and in accordance with the Board's recommendations on other proposals.
• The Vector Agreement contains customary mutual non-disparagement provisions and will terminate on December 31, 2025.

Stakeholder Impact

• The company believes that it has procedures and practices in place which are designed to enhance and protect the interests of its stockholders.
• The company's executive compensation program is designed to align the long-term financial interests of executives and stockholders.
• The company's stock ownership policy is intended to contribute to the retention of shares from vested RSUs and PRSUs by executive officers and non-employee directors.

Next Steps

• The company will file certifications by LivePerson's principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV.
• Compliance with stock ownership guidelines will be measured prior to the first required measurement date in 2027.

Key Dates

Keywords

executive compensation, corporate governance, directors, officers, stock ownership, related transactions, audit fees, Form 10-K/A, LivePerson