LivePerson Inc. Approves Merger with SoundHound; Closing Expected Sept 4

What Happened

• LivePerson, Inc. (LPSN) announced that its reconvened special meeting of stockholders on September 2, 2026 approved the Amended and Restated Merger Agreement with SoundHound AI, Inc. A quorum of 6,492,958 shares was represented. Because the Merger Proposal passed, the adjournment proposal was not voted on.
• The companies state that all conditions precedent to the transactions (including the Notes Restructuring Agreement) have been satisfied and expect to consummate the merger on September 4, 2026. The merger consideration was set at 0.4673 shares of SoundHound Class A common stock plus $3.31 in cash per LivePerson share.

Key Details

• Shareholder vote on Merger Proposal: For 6,339,066; Against 134,018; Abstain 19,874 (total shares represented: 6,492,958).
• Non-binding advisory vote on executive compensation related to the merger: For 4,535,162; Against 1,718,785; Abstain 236,319.
• Per-share consideration: 0.4673 shares of SoundHound Class A common stock and $3.31 cash.
• Expected closing date: September 4, 2026 (company states all closing conditions have been satisfied).

Why It Matters

• The approved merger will change how LivePerson shareholders are paid—each share will be converted into a mix of SoundHound stock and cash (0.4673 shares + $3.31). That affects shareholders’ post-closing ownership, liquidity, and exposure to SoundHound’s business and stock.
• The vote outcome clears the primary corporate hurdle; the companies expect to close immediately (Sept 4), though the filing also includes standard forward-looking risk disclosures noting potential risks to closing and integration.
• The non-binding advisory approval on merger-related executive compensation signals shareholder sentiment but does not legally bind the companies to specific payments.