Table of Contents
Code of Conduct
Our Board of Directors has adopted a Code of Conduct (the "Code") applicable to all of our directors, officers and employees in order to protect
and promote organization-wide integrity and to enhance Liquidity Services' ability to achieve its mission.
Code embodies general principles such as compliance with laws, acting with honesty and integrity, avoidance of conflicts of interest, maintenance of accurate and timely financial and
use of the Company's assets for legitimate business purposes only, provision and acceptance of gifts to or from customers, suppliers and governments in compliance with law, protecting the Company's
information and dealing fairly with other companies.
directors, officers, and employees are obligated to report violations and suspected violations of the Code and any concerns they may have pertaining to non-compliance with the Code
by following certain procedures described in the Code. All reports of suspected Code violations will be forwarded to the General Counsel or Compliance Officer, except for complaints and concerns
involving accounting or auditing matters, which will be handled in accordance with procedures established by the Audit Committee.
Code is available on our website, www.liquidityservicesinc.com, at "InvestorsCorporate GovernanceGovernance
Documents." A free printed copy is available to any stockholder who requests it by writing to us at the address on page 1 of this proxy statement. We intend to disclose future amendments to
certain provisions of the Code, or waivers of such provisions granted to executive officers and directors, on our website within four business days following the date of such amendment or waiver.
Board and Committee Membership
Our bylaws provide that our Board of Directors shall consist of at least three members. The exact number of members of our Board of Directors
will be determined from time to time by resolution of our Board of Directors. Our Board of Directors currently is composed of seven directors, divided into three classes: Class I,
Class II and Class III. The term for each class of directors expires at successive annual meetings. The Class I directors are William P. Angrick, III and Edward J. Kolodzieski,
the Class II directors are Phillip A. Clough, George H. Ellis and Jaime Mateus-Tique, and the Class III directors are Patrick W. Gross and Beatriz V. Infante.
Board of Directors met five times during fiscal 2016. Each of our directors attended 75% or more of the aggregate of the total number of meetings of the Board of Directors held while
he or she