Document






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) April 23, 2019

LIQUIDITY SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
0-51813
 
52-2209244
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

6931 Arlington Road, Suite 200, Bethesda, MD
 
20814
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code  (202) 467-6868

N/A
(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Commercial Officer
To capitalize on attractive market opportunities and more closely align with its RISE growth strategy priorities, including: Recovery maximization, Increasing sales volume, Service expansion and Expense leverage, Liquidity Services, Inc. (the “Company”) implemented a strategic reorganization effective as of April 23, 2019. As part of this reorganization, Liquidity Services announced the promotion of John (JD) Daunt, age 53, to EVP and Chief Commercial Officer of the Company. Mr. Daunt will be responsible for sales and service delivery for all the Company’s marketplaces. This new organizational structure builds on and advances the important business process integration work the Company has done over the last year, consistent with its RISE strategy.

Since January 2019, Mr. Daunt has served as SVP, Sales and Operations, responsible for leading the Company’s Capital Assets Group (CAG) sales and service delivery operations in North America, where he was instrumental in enhancing growth and profitability. From September 2015 to December 2018, Mr. Daunt served as SVP Operations, responsible for leading CAG’s business operations in North America, including a team of approximately 400 staff in project management, field operations and customer service. From November 2014 to September 2015, Mr. Daunt served as SVP, Global Account Management, where he led sales to Fortune 500 corporate clients. Prior to joining Liquidity Services in November 2014, Mr. Daunt served as Senior Vice President at FedBid, Inc., an online reverse auction marketplace that business and government agencies leverage to handle their purchasing requirements, from March 2013 until November 2014.

In connection with his appointment as EVP and Chief Commercial Officer, Mr. Daunt will receive a base salary of $300,000 and his target bonus percentage will be 60% of his base salary, prorated for fiscal year 2019. The Company’s Board of Directors has also approved the grant of 40,000 stock options and 30,000 restricted stock units to Mr. Daunt. 20,000 of the stock options and 15,000 of the restricted stock units will vest, if at all, based on the Company's achievement of total shareholder return (“TSR”) milestones. TSR is calculated based on the change in the Company’s stock price during the performance period. 20,000 of the stock options will vest over time, with 25% of this option grant vesting on May 1, 2020 and, thereafter, the remaining 75% of the option grant will vest in thirty-six equal monthly installments. 15,000 of the restricted stock units will vest over time, with 25% of this restricted stock unit award vesting on May 1, 2020 and an additional 25% vesting on each of May 1, 2021, 2022 and 2023.

Departure of Certain Executive Officers
Effective April 23, 2019 (the “Termination Date”), the Company terminated the employment of Mr. James M. Rallo, the President of the Company’s Capital Assets Group and Retail Supply Chain Group, without cause due to the elimination of his position. The Company thanks Mr. Rallo for his many years of service and significant contributions to the Company’s development and wishes him well in his future endeavors.

In addition, on April 23, 2019, Roger Gravley announced his intention to retire. Mr. Gravley is stepping down from his position as President, GovDeals, effective immediately. Mr. Gravley will remain as Chief Information Officer until his retirement on May 13, 2019 after which point he will serve as a senior advisor to the Company on a consulting basis from time to time. The Company thanks Mr. Gravley for his many years of service and significant contributions to the Company’s development and wishes him well in his retirement.

Item 7.01.  Regulation FD Disclosure.
On April 25, 2019, the Company issued a press release announcing the changes described above, among other things.

A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 and the related Item 9.01, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of  Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.




Item 9.01
 
Financial Statements and Exhibits.
 
(d) Exhibit No.
 
Description
99.1
 

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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: April 25, 2019
By:
/s/ Mark A. Shaffer
 
Name:
Mark A. Shaffer
 
Title:
Vice President, General Counsel and
Corporate Secretary

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Exhibit

Liquidity Services Announces Strategic Reorganization and Key Leadership Appointments

New organization consolidates go-to-market for self-directed and fully-managed marketplace services to capitalize on growth opportunities

JD Daunt promoted to Chief Commercial Officer to lead sales and service delivery for all company marketplaces; other internal leadership appointments to accelerate RISE growth strategy and business integration

BETHESDA, Md., April 25, 2019 – To capitalize on attractive market opportunities and more closely align with its RISE growth strategy priorities, including: Recovery maximization, Increasing sales volume, Service expansion and Expense leverage, Liquidity Services (NASDAQ: LQDT), today announced a new organizational structure, effective as of April 23, 2019, that builds on and advances the business process integration work completed over the last year.

To lead the new organizational structure, John “JD” Daunt is appointed Executive Vice President and Chief Commercial Officer of Liquidity Services. Daunt has served in Liquidity Services’ sales, operations and global account management leadership roles since 2014 and will now oversee revenue growth and solution delivery for all Liquidity Services marketplaces. Daunt succeeds James Rallo, President of the Capital Assets Group and Retail Supply Chain Group, and Roger Gravley in his capacity as President of GovDeals. Gravley has also announced his intentions to retire on May 13, 2019 and will consult with the Company as a senior advisor from time to time.

“JD is a proven, collaborative leader with a strong track record of operational excellence and developing strong teams to serve both commercial and public sector markets. His deep experience will be critical to leading our new organizational structure and achieving our growth ambitions,” said Bill Angrick, chairman and chief executive officer. “A former Naval Flight Officer, he has nearly two decades of experience leading sales and service delivery organizations for high growth businesses in the software and services sectors.”

In support of the new organization, Liquidity Services also announced the promotion of several highly experienced team members, effective immediately:
Jeff Rechtzigel, who has served Liquidity Services in e-commerce product management, service delivery and operations leadership roles since 2007, has been appointed Vice President and General Manager, Retail, and will support the expansion of the retail vertical.
Steve Kranzusch, who has served in sales and business development leadership roles since 2004 in our GovDeals marketplace, has been appointed Vice President and General Manager, GovDeals, and will support the expansion of the public sector vertical.
Elizabeth Maxted, who has served Liquidity Services in sales, client account management and business development leadership roles since 2009, has been appointed Vice President, Field Sales to manage external new business development and the sales performance management process.
Girish Jaguste, who has served Liquidity Services in sales and account management leadership roles for the small and medium sized business (SMB) clients since 2009, has been appointed Senior Director, eCommerce and Inside Sales to manage the self-directed solution which targets the commercial SMB market across all verticals.
Scott Starcher, who has served in client account management roles since 2006 in our GovDeals marketplace, has been appointed Senior Director, Client Success to support the success of all self-directed accounts Company wide.

“We are strategically positioning our business to increase growth and maximize shareholder value by delivering our technology enabled services to clients worldwide in an effective and aligned manner,” said Mr. Angrick. “With our unmatched industry expertise, global buyer base and commitment to innovation, we are well positioned to sustain strong results for our customers and provide advancement opportunities for our dedicated team members. I want to congratulate JD, Jeff, Steve, Liz, Girish and Scott on their exciting new leadership roles in support of our strategy; they are all terrific, experienced leaders who will help lead us into our next chapter of growth and success.”
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“I am honored to lead the sales and service delivery functions of Liquidity Services and help us capitalize on the many growth opportunities available to us in the reverse supply chain market. We have a very talented team and we will cultivate and leverage best practices across our organizational structure to learn, grow and deliver strong customer results together,” said Daunt. “We have made good progress integrating our business over the past few years and this reorganization is a natural evolution that will strengthen our go-to-market for self-directed and fully-managed service offerings across all of our industry verticals."
About Liquidity Services
Liquidity Services (NASDAQ: LQDT; www.liquidityservices.com) operates a network of leading e-commerce marketplaces that enable buyers and sellers to transact in an efficient, automated environment offering over 500 product categories. The company employs innovative e-commerce marketplace solutions to manage, value and sell inventory and equipment for business and government sellers. Our superior service, unmatched scale and ability to deliver results enable us to forge trusted, long-term relationships with over 12,000 sellers worldwide. With nearly $8 billion in completed transactions, and approximately 3.5 million buyers in almost 200 countries and territories, we are the proven leader in delivering smart commerce solutions. Visit us at LiquidityServices.com.
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Contact:
Julie Davis
Senior Director, Investor Relations
202.467.6868 ext. 2234

julie.davis@liquidityservices.com