LivePerson adopts poison pill to protect $400M+ NOLs after stockholder accumulates >10% stake

LIVEPERSON INC

Cumulative NOLs exceed $400M as of Dec 31, 2023; plan aims to preserve these tax assets.
Plan triggered by a stockholder accumulating >10% of common stock, increasing risk of Section 382 ownership change.
One right dividend per share; restricts beneficial ownership to <4.9% without board approval.
Rights expire Jan 21, 2027, or earlier if not ratified at 2024 annual meeting (then Jan 21, 2025).
Existing holders >4.9% grandfathered but cannot acquire additional shares without board approval.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

LIVEPERSON INC: Filed Certificate of Designations for Series A Junior Participating Preferred Stock in connection with Tax Benefits Preservation Plan (effective 2024-01-22).

Change: charter amendment
Effective: 2024-01-22

Exact text from the filing

In connection with the adoption of the Tax Benefits Preservation Plan described in Item 3.03 of this Current Report, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 200,000 shares of a series of the Company's preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock.

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11 governance changes filed in the last 30 days. Browse all governance changes →

LIVEPERSON INC filing history →

Source: SEC EDGAR

accession 0001102993-24-000019

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