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Annual Report 2007 - LivePerson

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Item 9B. Other Information<br />

None.<br />

PART III<br />

Item 10. Directors, Executive Officers and Corporate Governance<br />

The information required by this Item 10 is incorporated by reference to the sections captioned to<br />

‘‘Election of Directors,’’ ‘‘Executive Officers,’’ ‘‘Board Committees and Meetings — Audit Committee,’’<br />

‘‘Corporate Governance Documents’’ and ‘‘Section 16(a) Beneficial Ownership <strong>Report</strong>ing Compliance’’ in the<br />

definitive proxy statement for our 2008 <strong>Annual</strong> Meeting of Stockholders.<br />

There have been no changes to the procedures by which stockholders may recommend nominees to our<br />

Board of Directors since our last disclosure of such procedures, which appeared in the definitive proxy<br />

statement for our <strong>2007</strong> <strong>Annual</strong> Meeting of Stockholders.<br />

We have adopted a Code of Ethics that applies to our Chief Executive Officer and Senior Financial<br />

Officers.<br />

Item 11. Executive Compensation<br />

The information required by this Item 11 is incorporated by reference to the sections captioned<br />

‘‘Compensation Discussion and Analysis’’, ‘‘Compensation Committee <strong>Report</strong>’’ (which information shall be<br />

deemed furnished in this <strong>Annual</strong> <strong>Report</strong> on Form 10-K), ‘‘Executive and Director Compensation’’ and<br />

‘‘Compensation Committee Interlocks and Insider Participation’’ in the definitive proxy statement for our 2008<br />

<strong>Annual</strong> Meeting of Stockholders.<br />

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder<br />

Matters<br />

The information required by this Item 12 with respect to the security ownership of certain beneficial<br />

owners and management is incorporated by reference to the section captioned ‘‘Ownership of Securities’’ in<br />

the definitive proxy statement for our 2008 <strong>Annual</strong> Meeting of Stockholders.<br />

The following table provides certain information regarding the common stock authorized for issuance<br />

under our equity compensation plans, as of December 31, <strong>2007</strong>.<br />

Plan Category<br />

Number of Securities<br />

to be Issued Upon<br />

Exercise of<br />

Outstanding Options,<br />

Warrants and Rights<br />

(a)<br />

Weighted-Average<br />

Exercise Price of<br />

Outstanding Options,<br />

Warrants and Rights<br />

(b)<br />

Number of Securities<br />

Remaining Available for<br />

Future Issuance Under<br />

Equity Compensation<br />

Plans (2)<br />

(c)<br />

Equity compensation plans approved by<br />

stockholders (1) .................. 9,060,366 $3.71 4,026,395<br />

Equity compensation plans not approved<br />

by stockholders ................. — — —<br />

Total .......................... 9,060,366 $3.71 4,026,395<br />

(1) Our equity compensation plans which were approved by our stockholders are the 2000 Stock Incentive<br />

Plan, as amended and restated, and the Employee Stock Purchase Plan.<br />

(2) Excludes securities reflected in column (a). The number of shares of common stock available for issuance<br />

under the 2000 Stock Incentive Plan automatically increases on the first trading day in each calendar year<br />

by an amount equal to three percent (3%) of the total number of shares of our common stock outstanding<br />

on the last trading day of the immediately preceding calendar year, but in no event shall such annual<br />

increase exceed 1,500,000 shares. The number of shares of common stock available for issuance under<br />

our Employee Stock Purchase Plan automatically increases on the first trading day in each calendar year<br />

by an amount equal to one-half of one percent (0.5%) of the total number of shares of our common stock<br />

68

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