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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 25, 2021

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:

☐			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			Nasdaq

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 25, 2021, Liquidity Services, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”), pursuant to notice duly given. The matters voted upon at the Annual Meeting and the final voting results are as follows:

1.     Election of Directors.

Director Nominees						Votes For						Votes Withheld						Broker Non-Votes
Katharin S. Dyer						24,524,011						279,848						3,950,398
Patrick W. Gross						23,642,529						1,161,330						3,950,398
Beatriz V. Infante						24,196,684						607,175						3,950,398

Each director nominee was duly elected to serve until the Annual Meeting of Stockholders in 2024 or until the director’s successor has been duly elected and qualified.

2.    Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2021.

Votes For						28,339,567
Votes Against						397,613
Abstentions						17,077
Broker Non-Votes						0

Stockholders ratified the selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2021.

3.     Approval of an Advisory Resolution on Executive Compensation.

Votes For						24,623,255
Votes Against						174,704
Abstentions						5,900
Broker Non-Votes						3,950,398

Stockholders approved the advisory resolution on executive compensation.

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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: February 25, 2021			By:						/s/ Mark A. Shaffer
			Name:						Mark A. Shaffer
			Title:						Vice President, General Counsel and Corporate Secretary

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Exhibit Index

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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