Key points
- LivePerson (LPSN) shareholders backed the SoundHound (SOUN) merger with more than 97% of votes cast, but the special meeting adjourned anyway.
- The rule that tripped it up: a majority of ALL outstanding shares has to vote, not just a majority of votes cast, and turnout came in a few points short.
- The meeting reconvenes September 2. SOUN closed at $6.95 today, still under the $7 floor that sets what LivePerson holders get paid.
On August 20, 2026, LivePerson (LPSN) opened its special meeting of stockholders to vote on the company's sale to SoundHound AI (SOUN), and adjourned it within minutes. In a statement filed with the SEC that morning, LivePerson said "over 97% of LivePerson shares casting votes to date have been in favor of the merger with SoundHound AI." Then it explained why that wasn't enough to finish the vote.
The merger agreement requires a majority of every share outstanding to be voted, not just a majority of the shares that actually get voted. LivePerson said it was "only a few percentage points away from reaching" the required threshold. Instead of allowing the proposal to fail, the company moved the meeting to September 2, 2026, at 10:00 a.m. Eastern. Ballots already submitted will carry over, so those stockholders do not need to vote again. July 6, 2026, remains the record date.
Approval and turnout are two different bars
A shareholder vote usually clears once more yes votes show up than no votes among whoever actually participates. LivePerson's deal has a second, stricter test layered on top. Participation itself has to hit a majority of the entire share count, whether those shares' owners vote or not. That's a turnout requirement, not an approval requirement, and it's the one that stalled the meeting. Nobody voted no in meaningful numbers. Not enough shares voted at all.
Both major proxy advisory firms had already told shareholders to vote yes. Institutional Shareholder Services recommended a "for" vote, and Glass Lewis did the same on August 7, 2026. That kind of near-unanimous advisory backing, paired with a turnout shortfall, is an unusual combination. The deal isn't contested, it's just under-attended.
SoundHound's collar is still binding at $6.95
The consideration going to LivePerson investors is governed by a collar on SoundHound's share price. If SoundHound's 10-day volume-weighted average price is below $7.00 when the deal closes, the amended merger agreement calculates the exchange ratio using a $7.00 price. Above $12.00, it uses $12.00 instead. SoundHound has remained under the lower boundary since mid-July, including after the company beat Q2 revenue estimates by $9 million and its shares gained 13% in after-hours trading.
SoundHound closed at $6.95 on August 20, down 2.9% for the day. That keeps the floor binding. LivePerson's aggregate stock consideration, worth about $42.8 million on paper, is fixed to roughly 6.11 million SoundHound shares regardless of how much lower the stock trades from here. Most holders get SoundHound stock; shares cleared through the Tel Aviv Stock Exchange get cash instead, capped at $7.5 million total.
LivePerson itself traded at $2.76 Thursday afternoon, down 4.2% from its prior close of $2.88. That's still far above where the stock sat in late July, when it traded near $1.51 to $1.76. The rise reflects a market that had grown increasingly confident the merger would close, right up until this morning's adjournment.
What the deal is actually worth
LivePerson's own board and its financial advisers didn't dress up the numbers when they recommended the deal. The proxy statement filed with the SEC says the fairness analyses reached "a de minimis implied total equity value for LivePerson" after accounting for the company's cash and its debt, which the filing says "already exceeds the total enterprise value implied by the Merger Agreement." LivePerson carries $517.5 million of zero-coupon convertible notes due December 2026 that this deal is meant to retire.
Against that backdrop, a 97% approval rate makes sense. LivePerson shareholders aren't debating whether the sale price is generous. Most of them appear to agree the alternative, a company that can't cover its own debt load standing alone, is worse. The holdout is procedural: getting enough of them to actually cast a ballot.
What happens next
LivePerson has about two weeks to close the turnout gap before the September 2 meeting. The company is urging stockholders who haven't voted to do so "as soon as possible." The merger has already cleared foreign regulatory approvals in Italy, Canada, Germany, the United Kingdom and Bulgaria, and the outside date for completing the deal runs to October 21, 2026, extendable to December 5, 2026 if needed. A second adjournment, if turnout still falls short on September 2, would eat into that runway, though it wouldn't threaten the deal's substance.
