Liquidity Services (LQDT) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for February 26, 2026, with proxy materials available online and by mail for shareholders as of December 29, 2025.

• Shareholders can vote on four key proposals: election of Class II directors, ratification of the independent auditor, advisory approval of executive compensation, and an amendment to increase shares under the long-term incentive plan.

• The company emphasizes environmental responsibility by providing proxy materials electronically and encourages shareholder participation through multiple voting methods.

Voting matters and shareholder proposals

• Proposal 1: Elect Class II directors Paul J. Hennessy (independent) and Jaime Mateus-Tique (non-independent) for terms ending 2029.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Proposal 3: Approve an advisory resolution on named executive officer compensation (say-on-pay).

• Proposal 4: Approve an amendment to increase authorized shares under the 2006 Omnibus Long-Term Incentive Plan by 2,925,000 shares.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight directors, with 75% classified as independent under Nasdaq standards.

• Board leadership combines the roles of Chairman and CEO, with a Lead Independent Director to ensure balanced oversight.

• Committees include Audit, Compensation, and Governance, all composed of independent directors; committee memberships will be adjusted after a director's retirement.

• The Governance Committee oversees director nominations, succession planning, and corporate governance practices.

• Directors are evaluated on experience, diversity, and skills relevant to the company’s strategy.