LIQUIDITY SERVICES INC
For the period ended Jan 19, 2024. Filed Jan 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 19, 2024 · Filed Jan 19, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | |
|---|---|
| Filed by a Party other than the Registrant ☐ | |
| Check the appropriate box: | |
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a‑12 |
| LIQUIDITY Services, Inc. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11. |
Fellow Stockholders:
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Liquidity Services, Inc. to be held on Thursday, February 29, 2024, at 11:30 a.m., Eastern Time, at the offices of Liquidity Services, Inc. at 6931 Arlington Road, Suite 460, Bethesda, MD 20814.
Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in our proxy statement for this meeting.
This year, we are taking advantage of Securities and Exchange Commission rules allowing us to furnish proxy materials to stockholders over the Internet. We believe that these rules provide you with access to our proxy materials more quickly and reduces the environmental impact of printing and mailing the materials to you. Accordingly, we are mailing to stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access and review our proxy materials, as well as instructions on how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or, if you received a paper copy of a proxy or voting instruction card by mail, by signing, dating, and mailing the proxy card promptly in the return envelope. Voting over the Internet, by phone or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person.
Thank you for your ongoing support and continued interest in Liquidity Services, Inc.
Sincerely,
WILLIAM P. ANGRICK, IIIChairman and Chief Executive Officer
notice of annual meeting of liquidity services, INC. STOCKHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held on February 29, 2024: This Notice of Annual Meeting of Stockholders and Proxy Statement, Annual Report and Other Proxy Materials are Available at www.envisionreports.com/LQDT.
| Time and Date | 11:30 a.m., Eastern Time, on February 29, 2024. |
|---|---|
| Place | The offices of Liquidity Services, Inc., 6931 Arlington Road, Suite 460, Bethesda, MD 20814. |
| Notice Regarding the Availability of Proxy Materials | This proxy statement and our 2023 Annual Report are available free of charge on the following website: www.envisionreports.com/LQDT. You will need to reference the control number found on your proxy card or Notice of Internet Availability of Proxy Materials to vote. We will make the Notice of Internet Availability of Proxy Materials available to stockholders on or about January 19, 2024. On or about the same date, we will begin mailing paper copies of our proxy materials to stockholders who have requested them. |
| Items of Business | •Elect each of the Class III directors named in the proxy statement to the Board of Directors to hold office until our 2027 Annual Meeting of Stockholders or until his, her or their successor has been elected or appointed;•Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024; •Approve an advisory resolution on named executive officer compensation; •Approve an amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (the “LTIP”) to increase the authorized number of shares; and•Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
| Adjournments and Postponements | Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. |
| Record Date | You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on January 3, 2024 (the “Record Date”). |
| Annual Meeting Admission | You will need an admission ticket or proof of ownership of shares of our stock to enter the Annual Meeting. If your shares are held beneficially in the name of a broker, bank or other nominee and you plan to attend the Annual Meeting, you must present proof of your beneficial ownership of our stock, such as a bank or brokerage account statement, as of the close of business on the Record Date to be admitted to the Annual Meeting. If you would rather have an admission ticket, you may obtain one in advance by mailing a written request, along with proof of your beneficial ownership of our stock as of the close of business on the Record Date, to: Liquidity Services, Inc., 6931 Arlington Road, Suite 460, Bethesda, MD 20814, Attention: Corporate Secretary. All stockholders also must present a form of personal identification to be admitted to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting. |
notice of annual meeting of liquidity services, INC. STOCKHOLDERS
| Voting | Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read our proxy statement and submit your proxy or voting instruction card as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre‑addressed envelope provided, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers” beginning on page 2 of the proxy statement and the instructions on the proxy or voting instruction card. You may revoke a proxy before its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement. Any stockholder attending the Annual Meeting may personally vote on all matters considered, in which event the signed proxy will be revoked. |
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By Order of the Board of Directors,
/s/ Mark A. ShafferMARK A. SHAFFERChief Legal Officer and Corporate Secretary
table of contents
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Questions and Answers | 2 |
| Governance of the Company | 7 |
| Compensation of Non-Employee Directors | 23 |
| Beneficial Ownership of Shares of Common Stock | 26 |
| Delinquent Section 16(a) Reports | 29 |
| Certain Relationships and Related Party Transactions | 30 |
| Proposals Requiring Your Vote | 31 |
| Proposal 1 – Election of Directors | 31 |
| Our Board of Directors | 34 |
| Proposal 2 – Ratification of Independent Registered Public Accounting Firm | 41 |
| Proposal 3 – Approval of an Advisory Resolution on Named Executive Officer Compensation | 45 |
| Proposal 4 – Approval of an Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan | 46 |
| Executive Compensation | 62 |
| Compensation Committee Report | 97 |
| Equity Compensation Plan Information | 98 |
| Requirements, Including Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders | 99 |
| Appendix A (Proposed Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan) | A-1 |
| Appendix B (Liquidity Services, Inc. Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, as amended) | B-1 |
PROXY STATEMENT SUMMARY
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.