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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

img137800627_0.jpg

 

 

Liquidity Services, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

0-51813

52-2209244

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

6931 Arlington Road

Suite 460

 

Bethesda, Maryland

 

20814

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 202 4676868

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

LQDT

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 26, 2026, Liquidity Services, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), pursuant to notice duly given. Three proposals were submitted to the stockholders of the Company (the “Stockholders”) at the Annual Meeting. The Stockholders voted in accordance with the recommendation of the Board of Directors on each of the three proposals. The final voting results are as follows:

 

PROPOSAL1: Election of Directors.

 

 Director Nominees

 Votes For

 Votes Withheld

 Broker Non-Votes

Paul J. Hennessy

25,367,832

495,287

3,054,046

Jaime Mateus-Tique

24,539,125

1,323,994

3,054,046

 

Summary of Results: Each Director Nominee was duly elected to serve until the Annual Meeting of Stockholders in 2029 or until his, her or their successor has been duly elected and qualified, or until the earlier of his, her or their death, resignation or retirement.

PROPOSAL2: Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.

Votes For

28,832,766

Votes Against

83,380

Abstentions

1,019

Result of Vote: The Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2026.

 

PROPOSAL 3: Approval of an Advisory Resolution on Named Executive Officer Compensation.

 

 

Votes For

25,421,651

Votes Against

364,180

Abstentions

77,288

Broker Non-Votes

3,054,046

Result of Vote: The Stockholders approved the advisory resolution on named executive officer compensation.

 

PROPOSAL 4:Approval of an Amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.

 

 

Votes For

15,171,994

Votes Against

10,344,820

Abstentions

346,305

Broker Non-Votes

3,054,046

Result of Vote: The Stockholders approved the amendment to the Company’s Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan.


 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

LIQUIDITY SERVICES, INC.

 

(Registrant)

 

 

Date: February 26, 2026

By:

/s/ Mark A. Shaffer

 

Name:

Mark A. Shaffer

 

Title:

Chief Legal Officer and
Corporate Secretary