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SEC Filings

DEF 14A
LIQUIDITY SERVICES INC filed this Form DEF 14A on 01/23/2017
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        When considering the number of additional shares to add to Second A&R Plan, the Compensation Committee also reviewed, among other things, projected future share usage and projected future forfeitures. The projected future usage of shares for long-term incentive awards under the Second A&R Plan was reviewed under scenarios based on a variety of assumptions. Depending on assumptions, the 3,300,000 shares to be added to the Second A&R Plan, in combination with the remaining authorized shares and shares added back to the Second A&R Plan from forfeitures of awards previously granted, is expected to satisfy, assuming no significant acquisitions of other companies, the Company's equity compensation needs for two years of similar levels of awards.

        The following table sets forth certain information about the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan:

Number of new shares being authorized

    3,300,000  

Number of shares available for future awards at December 31, 2016

    135,309  

Total shares of common stock outstanding as of December 31, 2016

    31,291,341  

Number of shares relating to outstanding unearned performance-based stock options at December 31, 2016

    126,470  

Number of shares relating to outstanding time-based stock options at December 31, 2016

    1,504,937  

Number of shares relating to outstanding awards of performance-based restricted stock and restricted stock units at December 31, 2016

    387,774  

Number of shares relating to outstanding awards of time-based restricted stock and restricted stock units at December 31, 2016

    1,520,306  

Maximum option term

    10 Years  

Minimum exercise price (relative to the market value on date of grant)

    100%  

Weighted average remaining term of outstanding stock options

    6.27 Years  

Weighted average exercise price of outstanding options as of December 31, 2016

  $ 14.05  

Total number of shares available for future awards if this proposal is approved

    3,435,309  

        The closing price of a share of the Company's common stock on December 30, 2016 was $9.75.

Improved Shareholder Protection and Good Corporate Governance Practices

        The Second A&R Plan provides for the following:

    stock options and stock appreciation rights may not have a term in excess of ten years, may not be repriced without stockholder approval and may not be granted at a discount to the fair market value of our common stock on the grant date;

    annual limit on compensation that may be awarded to non-employee directors;

    minimum vesting periods;

    fungible share pool providing that shares issued pursuant to full value awards (awards other than options or stock appreciation rights ("SARs") granted after January 1, 2015 count as 1.5 shares against the share pool and shares issued pursuant to options and SARs are counted on a share for share basis;

    in no event will dividends or dividend equivalents be paid during the vesting and/or performance period with respect to unvested and unearned awards, whether subject to time-based or performance-based vesting conditions;

    double-trigger change in control vesting;

    authority to "claw back" awards in accordance with any clawback policy maintained by the Company;

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