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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Liquidity Services, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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GRAPHIC

Fellow Stockholders:

        We are pleased to invite you to attend the 2013 Annual Meeting of Stockholders of Liquidity Services, Inc. to be held on Thursday, February 28, 2013, at 3:00 p.m., Eastern Time, at the offices of Gibson, Dunn & Crutcher LLP, located at 1050 Connecticut Avenue, NW, Washington, DC 20036.

        Details regarding admission to the Annual Meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

        Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy or voting instruction card. Voting over the Internet, by phone or by written proxy will ensure your representation at the Annual Meeting regardless of whether you attend in person. Please review the instructions on the proxy or voting instruction card regarding each of these voting options.

        Thank you for your ongoing support and continued interest in Liquidity Services, Inc.


 

 

Sincerely,

 

 

/s/ WILLIAM P. ANGRICK, III

WILLIAM P. ANGRICK, III
Chairman of the Board and
Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF LIQUIDITY SERVICES, INC. STOCKHOLDERS

        Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on February 28, 2013: This Notice of Annual Meeting of Stockholders and Proxy Statement, Annual Report and Other Proxy Materials are Available at www.envisionreports.com/LQDT.

Time and Date   3:00 p.m., Eastern Time, on February 28, 2013.

Place

 

The offices of Gibson, Dunn & Crutcher LLP, located at 1050 Connecticut Avenue, NW, Washington, DC 20036.

Items of Business

 

Elect the two Class I directors named in the proxy statement to the Board of Directors to hold office until our Annual Meeting of Stockholders in 2016 or until their respective successors have been elected or appointed;

 

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013;

 

Approve an advisory resolution on executive compensation; and

 

Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.



Adjournments and Postponements


 


Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.


Record Date


 


You are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement that may take place only if you were a stockholder as of the close of business on January 15, 2013.


Annual Meeting Admission


 


You will need an admission ticket or proof of ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a broker, bank or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of Liquidity Services stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting. If you would rather have an admission ticket, you may obtain one in advance by mailing a written request, along with proof of your ownership of Liquidity Services stock, to: Liquidity Services, Inc., Attn: Julie Davis, 1920 L Street, NW, 6th Floor, Washington, DC 20036. All stockholders also must present a form of personal identification in order to be admitted to the Annual Meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

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Voting

 

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instruction card as soon as possible. You may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided, or, in most cases, by using the telephone or the Internet. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers" beginning on page 1 of this proxy statement and the instructions on the proxy or voting instruction card. You may revoke a proxy prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement. Any stockholder attending the Annual Meeting may personally vote on all matters that are considered, in which event the signed proxy will be revoked.

        This Notice of Annual Meeting of Stockholders, proxy statement, proxy card and voting instructions and our 2012 Annual Report are first being mailed on or about January 28, 2013.


 

 

By Order of the Board of Directors,

 

 

/s/ JAMES E. WILLIAMS

JAMES E. WILLIAMS
Vice President, General Counsel and
Corporate Secretary

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TABLE OF CONTENTS

 
  Page

QUESTIONS AND ANSWERS

  1

GOVERNANCE OF THE COMPANY

 
6

COMPENSATION OF NON-EMPLOYEE DIRECTORS

 
15

DIRECTOR COMPENSATION FOR FISCAL 2012

 
16

BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK

 
17

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 
18

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 
18

PROPOSALS REQUIRING YOUR VOTE

 
19

ITEM 1—Election of Directors

 
19

BOARD OF DIRECTORS

 
21

EXECUTIVE OFFICERS AND MANAGEMENT

 
24

ITEM 2—Ratification of Independent Registered Public Accounting Firm

 
24

AUDITORS

 
25

ITEM 3—Approval of an Advisory Resolution on Executive Compensation

 
26

EXECUTIVE COMPENSATION

 
28

COMPENSATION COMMITTEE REPORT

 
52

EQUITY COMPENSATION PLAN INFORMATION

 
52

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERS

 
53

ANNUAL REPORT

 
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LIQUIDITY SERVICES, INC.
1920 L STREET, NW, 6th FLOOR
WASHINGTON, DC 20036

PROXY STATEMENT

QUESTIONS AND ANSWERS

Why did I receive these proxy materials?

        We are sending you this proxy statement as part of a solicitation by the Board of Directors of Liquidity Services, Inc. for use at our 2013 Annual Meeting of Stockholders (the "Annual Meeting") and at any adjournment or postponement that may take place. Unless the context otherwise requires, the terms "us," "we," "our" and the "Company" include Liquidity Services, Inc. and its consolidated subsidiaries.

        You are invited to attend our Annual Meeting on Thursday, February 28, 2013, beginning at 3:00 p.m., Eastern Time. The Annual Meeting will be held at the offices of Gibson, Dunn & Crutcher LLP, located at 1050 Connecticut Avenue, NW, Washington, DC 20036.

        This Notice of Annual Meeting of Stockholders, proxy statement, proxy card and voting instructions and our 2012 Annual Report are first being mailed on or about January 28, 2013.

Do I need a ticket to attend the Annual Meeting?

        You will need an admission ticket or proof of ownership to enter the Annual Meeting. If you plan to attend the Annual Meeting, please vote your proxy prior to the Annual Meeting but keep the admission ticket and bring it with you to the Annual Meeting.

        If your shares are held beneficially in the name of a broker, bank or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of Liquidity Services common stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting. If you would rather have an admission ticket, you may obtain one in advance by mailing a written request, along with proof of your ownership of Liquidity Services stock, to:

Liquidity Services, Inc.
Attn: Julie Davis
1920 L Street, NW, 6th Floor
Washington, DC 20036

        All stockholders also must present a form of personal identification in order to be admitted to the Annual Meeting.

        No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

        Holders of Liquidity Services common stock at the close of business on January 15, 2013 (the "Record Date") are entitled to receive this Notice and to vote their shares at the Annual Meeting. As of the Record Date, there were 31,503,881 shares of common stock outstanding and entitled to vote. All holders of common stock shall vote together as a single class on each matter properly brought before the Annual Meeting.

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What is the difference between holding shares as a stockholder of record and as a beneficial owner?

        If your shares are registered directly in your name with Liquidity Services' transfer agent, Computershare Trust Company, N.A., you are considered the "stockholder of record" with respect to those shares. The Notice of Annual Meeting of Stockholders, proxy statement, proxy card and voting instructions and our fiscal 2012 Annual Report have been sent directly to you by Liquidity Services.

        If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. Access to the Notice of Annual Meeting of Stockholders, proxy statement, voting instruction card and voting instructions and our fiscal 2012 Annual Report is being provided to you by your bank, broker or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet (if available).

How do I vote?

        You may vote using any of the following methods:

By Mail

        Complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy in accordance with the recommendations of the Board of Directors set forth under "What are the voting requirements for the matters to be voted on at the Annual Meeting?" below.

        If you are a stockholder of record, and the prepaid envelope is missing, please mail your completed proxy card to Liquidity Services, Inc., 1920 L Street, NW, 6th Floor, Washington, DC 20036, Attn: Corporate Secretary.

By Telephone or on the Internet

        The telephone and Internet voting procedures established by Liquidity Services for stockholders of record are designed to authenticate your identity, allow you to give your voting instructions and confirm that those instructions have been properly recorded.

        You may vote by calling the toll-free telephone number on your proxy card. Please have your proxy card in hand when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you are located outside the United States, see your proxy card for additional instructions.

        The website for Internet voting is www.envisionreports.com/LQDT. Please have your proxy card available when you go online. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

        Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day, and will close at 11:59 p.m., Eastern Time, on February 27, 2013.

        The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other nominee, and we recommend that you follow the voting instructions in the materials you receive from them.

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        If you vote by telephone or on the Internet, you do not have to return your proxy card or voting instruction card.

In Person at the Annual Meeting

        All stockholders may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a legal proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other nominee and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting.

What can I do if I change my mind after I vote my shares?

        If you are a stockholder of record, you can revoke your proxy before it is exercised by:

        If you are a beneficial owner of shares, you can revoke your proxy before it is exercised by submitting new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to the previous question.

        All shares represented by properly executed proxies received prior to the Annual Meeting and not revoked will be voted in accordance with the instructions indicated in such proxies. Properly executed proxies that do not contain voting instructions will be voted in accordance with the recommendations of the Board of Directors set forth under "What are the voting requirements for the matters to be voted on at the Annual Meeting?" below.

What shares can I vote?

        You can vote all shares that you owned on the Record Date. These shares include (1) shares held directly in your name as the stockholder of record; and (2) shares held for you as the beneficial owner through a broker, bank or other nominee. Each outstanding share of Liquidity Services stock entitles its holder to cast one vote for each director nominee and one vote on each other matter to be voted upon.

What is "householding" and how does it affect me?

        We have adopted a procedure approved by the Securities and Exchange Commission (the "SEC") called "householding." Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting of Stockholders and proxy statement and fiscal 2012 Annual Report, unless one or more of these stockholders notifies us that they wish to receive an individual copy. This procedure reduces our printing costs and postage fees and conserves natural resources.

        Stockholders who participate in householding will continue to receive separate proxy cards.

        If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting of Stockholders and proxy statement and fiscal 2012 Annual Report, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact our transfer agent, Computershare Trust Company, N.A. (in writing:

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P.O. Box 43078, Providence, RI 02940-3078; from within the United States by telephone: (800) 662-7232; from outside the United States by telephone: (781) 575-2879).

        If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting of Stockholders and proxy statement and fiscal 2012 Annual Report, please contact Computershare Trust Company, N.A., as indicated above and, upon written or oral request, a separate copy of these documents will be delivered to you promptly. Additionally, if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact Computershare Trust Company, N.A., as indicated above.

        If you are a beneficial owner of shares, you may request information about householding from your broker, bank or other nominee.

Is there a list of stockholders entitled to vote at the Annual Meeting?

        The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting, between the hours of 9:30 a.m. and 4:30 p.m., at our principal executive offices at 1920 L Street, NW, 6th Floor, Washington, DC 20036, by contacting the Corporate Secretary of the Company.

How can I vote on each of the matters?

        In the election of directors, you may vote "for" all of the nominees, or your vote may be "withheld" with respect to one or all of the nominees. For the ratification of Ernst & Young LLP as our independent registered public accounting firm and approval of the advisory resolution on executive compensation, you may vote "for" or "against," or you may indicate that you wish to "abstain" from voting on the matter.

What is the quorum requirement for the Annual Meeting?

        The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Abstentions and "broker non-votes" are counted as present and entitled to vote for purposes of determining a quorum. A "broker non-vote" occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

        Brokers, banks and other nominees are not permitted to vote without instructions from the beneficial owner in the election of directors or on the advisory resolution on executive compensation. Therefore, if your shares are held through a broker, bank or other nominee, they will not be voted on these matters unless you affirmatively vote your shares in one of the ways described above. If you are a beneficial owner, your broker, bank or other nominee is permitted to vote your shares on the ratification of Ernst & Young LLP as our independent registered public accounting firm even if the broker, bank or other nominee does not receive voting instructions from you.

What are the voting requirements for the matters to be voted on at the Annual Meeting?

        A plurality of the votes cast is required for the election of directors. This means that the director nominees with the most "for" votes will be elected. Thus, shares as to which a stockholder withholds voting authority and broker non-votes will not be counted towards any director nominee's achievement of a plurality and will have no effect on the outcome of the election of directors. Stockholders may not cumulate their votes in favor of any one nominee.

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        A majority of the votes cast by stockholders present, in person or by proxy, at the meeting and entitled to vote on the matter is required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm and to approve the advisory resolution on executive compensation. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of these items.

        If you are a registered holder and sign your proxy card with no further instructions, your shares will be voted in accordance with the recommendations of the Board ("for" all director nominees named in the proxy statement, "for" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013 and "for" the approval of the advisory resolution on executive compensation).

Could other matters be decided at the Annual Meeting?

        As of the date of this proxy statement, we did not know of any matters to be acted on at the Annual Meeting other than those referred to in this proxy statement.

        If other matters are properly presented at the Annual Meeting for consideration, the proxy holders named on the proxy card will have the discretion to vote on those matters for you.

Can I access the Notice of Annual Meeting of Stockholders and proxy statement on the Internet?

        The Notice of Annual Meeting of Stockholders and proxy statement are available under the Investors section of our website at www.liquidityservicesinc.com. Instead of receiving future copies of our proxy statement by mail, most stockholders can elect to receive an e-mail that will include electronic links to our proxy statement. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

        Stockholders of Record:    You may enroll in the electronic proxy delivery service at any time in the future by going directly to www.computershare.com/investor and following the enrollment instructions.

        Beneficial Owners:    If you hold your shares in a brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your broker, bank or other nominee regarding the availability of this service.

Who will pay for the cost of this proxy solicitation?

        We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees, acting without special compensation, in person or by telephone, electronic transmission or facsimile transmission.

Who will count the vote?

        Representatives of our transfer agent, Computershare Trust Company, N.A., will tabulate the votes and act as inspectors of election.

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GOVERNANCE OF THE COMPANY

Our Principles of Corporate Governance

        The Board of Directors has adopted a set of corporate governance principles as a framework for the governance of the Company. The Corporate Governance and Nominating Committee reviews the principles annually and recommends changes to the Board of Directors as appropriate. Our Corporate Governance Principles, as well as the charters of the Audit, Corporate Governance and Nominating and Compensation Committees, are available on our website, www.liquidityservicesinc.com, at "Investors—Corporate Governance." Stockholders may request a free copy of any of these documents by sending a written request to our Corporate Secretary at Liquidity Services, Inc., 1920 L Street, NW, 6th Floor, Washington, DC 20036.

        Among other matters, the Corporate Governance Principles contain the following items concerning the Board of Directors:

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Governance Information

Board Leadership

        Currently, Mr. Angrick serves as Chairman of the Board and Chief Executive Officer. The Board presently believes that it is in the best interests of the Company for a single leader to serve as Chairman of the Board and Chief Executive Officer. Combining the roles of Chairman and CEO makes clear that the person serving in these roles has primary responsibility for managing our business, under the oversight and review of the Board. Under this structure, the Chairman and CEO chairs Board meetings during which the Board discusses strategic and business issues. The Board believes that this approach makes sense because the CEO is the individual with primary responsibility for developing our business strategy, directing the work of other officers and leading implementation of our strategic plans as approved by the Board. As a result of this structure, a single leader is directly accountable to the Board and, through the Board, to our stockholders. This structure also enables the CEO to act as the key link between the Board and other members of management. In addition, the Board believes that it is in our best interests at this time to have Mr. Angrick serve as both our Chairman and CEO because of Mr. Angrick's familiarity with our business and his history of outstanding leadership. Mr. Angrick co-founded the Company and has served as Chairman and CEO since 2000.

        The Board also believes that strong, independent Board leadership is a critical aspect of effective corporate governance. In this regard, the independent directors meet in executive session without management present at least four times per year, and the Board has established the position of Lead Director. The Lead Director is an independent director elected by the independent directors whose responsibility is to chair these executive sessions. The Lead Director also leads and sets the agenda for these executive sessions, provides input to the Chairman and CEO on the agenda for full Board meetings and provides collective feedback from the members of the Board to the Chairman and CEO. Mr. Kramer currently serves as the Lead Director. In addition, each of the Audit, Corporate Governance and Nominating and Compensation Committees is composed of and led by independent directors.

        The Board believes that a single leader serving as Chairman and CEO, together with an experienced Lead Director, is the most appropriate leadership structure for the Board at this time. The Board reviews the structure of the Board and the Board's leadership as part of the succession planning process, and the Board may in its discretion separate the roles in the future if it deems it advisable and in the Company's best interests to do so.

Board Oversight of Risk

        The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. In this regard, the Board seeks to understand the material risks we face and to allocate among the full Board and its committees responsibilities for oversight of how management addresses those risks, including the risk management systems and processes management uses for this purpose. Overseeing risk is an ongoing process. Accordingly, the Board considers risks faced by the Company periodically throughout the year and at such other times as the Board considers appropriate with respect to specific proposed actions. The Chairman and CEO is responsible for keeping the Board apprised of material risks facing the Company.

        The Board implements its risk oversight function both as a whole and through delegation to various committees. These committees meet regularly and report back to the full Board. The following committees play important roles in carrying out the Board's risk oversight function:

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        The Board believes that our leadership structure, discussed under "Board Leadership" above, supports the risk oversight function of the Board. We have a combined Chairman and CEO who keeps the Board informed about the risks we face. In addition, independent directors chair and serve on the various committees involved with risk oversight. We also encourage open communication between senior management and directors.

        Risk Considerations in Our Compensation Program.    The Company's management has conducted an assessment of the risk associated with the Company's current compensation programs covering its employees, including executives. Management's risk assessment considered the following:

Communications with Directors

        Stockholders and other interested parties may communicate with the Board of Directors by writing c/o the Corporate Secretary, Liquidity Services, Inc., 1920 L Street, NW, 6th Floor, Washington, DC 20036. Communications intended for a specific director or directors should be addressed to the attention of the relevant individual(s) c/o the Corporate Secretary at the same address.

        Our Corporate Secretary will review all correspondence intended for the Board and will regularly forward to the Board a summary of such correspondence and a copy of correspondence that, in the opinion of the Corporate Secretary, is of significant importance to the functions of the Board or otherwise requires the Board's attention. Directors may at any time review a log of all correspondence

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received by the Corporate Secretary that is intended for the Board and request copies of any such correspondence.

        In addition, the Audit Committee has established a procedure for parties to submit concerns regarding what they believe to be questionable accounting, internal accounting controls and auditing matters. Concerns may be reported through our Compliance Hotline at (888) 475-8376. Concerns may be submitted anonymously and confidentially.

Director Independence

        The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the Corporate Governance and Nominating Committee. Under the NASDAQ Stock Market, Inc. listing standards, an independent director is a person that the Board of Directors determines to be free of any relationship with Liquidity Services that, in the opinion of the Board, would interfere with the exercise of such person's independent judgment in carrying out the responsibilities of a director, and to meet the then-current objective standards for "director independence" set forth in the listing standards. The Board has not established categorical standards or guidelines to use in making these independence determinations but considers all relevant facts and circumstances. In addition to the Board-level standards for director independence, the directors who serve on the Audit Committee each must satisfy standards established by the SEC, which provide that to qualify as "independent" for purposes of membership on that committee, members may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from Liquidity Services other than their director compensation.

        The Board of Directors has determined that each of our directors other than Mr. Angrick, our Chairman and CEO, and Mr. Mateus-Tique, our former President and Chief Operating Officer, qualifies as "independent" in accordance with the NASDAQ Stock Market, Inc. listing standards, as follows: Mr. Clough, Mr. Ellis, Mr. Gross, Mr. Kramer and Mr. Perdue.

Code of Business Conduct and Ethics

        Our Board of Directors has adopted a Corporate Code of Business Conduct and Ethics (the "Code") applicable to all of our directors, officers and employees in order to protect and promote organization-wide integrity and to enhance Liquidity Services' ability to achieve its mission.

        The Code embodies general principles such as compliance with laws, acting with honesty and integrity, avoidance of conflicts of interest, maintenance of accurate and timely financial and business records, use of the Company's assets for legitimate business purposes only, provision and acceptance of gifts to or from customers, suppliers and governments in compliance with law, protecting the Company's information and dealing fairly with other companies.

        All directors, officers, and employees are obligated to report violations and suspected violations of the Code and any concerns they may have pertaining to non-compliance with the Code by following certain procedures described in the Code. All reports of suspected Code violations will be forwarded to the General Counsel, except for complaints and concerns involving accounting or auditing matters, which will be handled in accordance with procedures established by the Audit Committee.

        The Code is available on our website, www.liquidityservicesinc.com, at "Investors—Corporate Governance" A free printed copy is available to any stockholder who requests it by writing to us at the address on page 1. We intend to disclose future amendments to certain provisions of the Code, or waivers of such provisions granted to executive officers and directors, on our website within four business days following the date of such amendment or waiver.

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Board and Committee Membership

        Our bylaws provide that our Board of Directors shall consist of at least three members. The exact number of members of our Board of Directors will be determined from time to time by resolution of our Board of Directors. Our Board of Directors currently is composed of seven directors, divided into three classes: Class I, Class II and Class III. The term for each class of directors expires at successive annual meetings. The Class I directors are William P. Angrick, III and David A. Perdue, Jr., the Class II directors are Phillip A. Clough, George H. Ellis and Jaime Mateus-Tique, and the Class III directors are Patrick W. Gross and Franklin D. Kramer.

        The Board of Directors met eight times during fiscal 2012. Each of our directors attended 75% or more of the aggregate of the total number of meetings of the Board of Directors held while he was a director and of each standing committee on which he served during the period in which the director served as a member of that committee. Our Board has adopted a policy that our directors are encouraged to attend each Annual Meeting of Stockholders. Two members of our Board of Directors attended the 2012 Annual Meeting.

        The table below provides membership information for the Board of Directors and for each standing committee of the Board as of the date of this proxy statement.

Name
  Position   Year Current Term Expires   Audit Committee Member   Compensation Committee Member   Corporate Governance and Nominating Committee Member  

Mr. Angrick

  Class I director     2013                    

Mr. Clough

  Class II director     2014           X     X  

Mr. Ellis

  Class II director     2014     X *            

Mr. Gross

  Class III director     2015     X     X *   X  

Mr. Kramer

  Class III director     2015     X     X     X *

Mr. Mateus-Tique

  Class II director     2014                    

Mr. Perdue

  Class I director     2013           X     X  

*
Chair

The Audit Committee

        Under the terms of its Charter, the Audit Committee meets at least four times per fiscal year, including periodic meetings in executive session with Liquidity Services' management and Liquidity Services' independent registered public accounting firm, and reports regularly to the full Board of Directors with respect to its activities. The Audit Committee represents and assists the Board of Directors in overseeing Liquidity Services' accounting and financial reporting processes and the audits of Liquidity Services' financial statements, including the integrity of the financial statements, Liquidity Services' compliance with legal and regulatory authority requirements, the independent registered public accounting firm's qualifications and independence, the performance of Liquidity Services' independent registered public accounting firm, and the preparation of a report of the Audit Committee to be included in Liquidity Services' annual proxy statement. Specifically, the Audit Committee is responsible for:

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        The Audit Committee met five times during fiscal 2012.

        The members of the Audit Committee as of the date of this proxy statement are Messrs. Ellis (Chair), Gross and Kramer. The Board of Directors has determined that each is independent, as defined by the Company's director independence standards and the rules of the NASDAQ Stock Market, Inc. and the SEC, and that Mr. Ellis is an "audit committee financial expert" for purposes of the rules of the SEC.

        Under the rules of the SEC and the NASDAQ Stock Market, Inc., members of the Audit Committee must meet heightened independence standards. The Board of Directors has determined that each of Messrs. Ellis, Gross and Kramer meets these heightened independence standards.

        See "Audit Committee Report" below for more information on the Audit Committee.

The Corporate Governance and Nominating Committee

        Under the terms of its Charter, the Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members, recommending director candidates to the Board, developing and recommending amendments to the Corporate Governance Principles to the Board and undertaking a leadership role in shaping corporate governance. Specifically, the committee is responsible for:

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        The Corporate Governance and Nominating Committee is also responsible for overseeing risk management at the Company throughout the year.

        The Corporate Governance and Nominating Committee met four times during fiscal 2012.

        The members of the Corporate Governance and Nominating Committee as of the date of this proxy statement are Messrs. Kramer (Chair), Gross, Clough, and Perdue. The Board of Directors has determined that each of the members of the Corporate Governance and Nominating Committee is independent, as defined by the Company's director independence standards and the rules of the NASDAQ Stock Market, Inc.

        The Corporate Governance and Nominating Committee is responsible for recommending candidates for election to the Board and believes that candidates for director should have certain minimum qualifications, including the highest level of integrity, sound judgment, the ability to make independent analytical inquiries, the willingness to devote adequate time and resources to diligently perform Board duties and appropriate and relevant business experience and acumen. The Committee considers the number of other boards of public companies on which the candidate serves. The Committee believes that the Board should also include members who have specific industry experience and familiarity with general issues affecting our business, as discussed in more detail under "Item 1—Election of Directors" below.

        The Committee evaluates candidates for the Board on the basis of the standards and qualifications set forth above, and seeks to achieve a diversity of strengths and backgrounds on the Board, particularly in the areas described below. The Committee's review of the skills and experience it seeks in the Board as a whole, and in individual directors, in connection with its review of the Board's composition, enables it to assess the effectiveness of its goal of achieving a Board whose members have a diversity of experiences. The Committee considers these criteria when evaluating director nominees in accordance with the procedures set forth below.

        The Corporate Governance and Nominating Committee uses a variety of methods to identify and evaluate candidates for director. Candidates may come to the attention of the Committee through current Board members, professional search firms (to whom we pay a fee), stockholders or other persons. The Committee did not use a professional search firm in fiscal 2012.

        The Company's Corporate Governance Principles contain a policy addressing the consideration of candidates for director suggested by our stockholders. Pursuant to this policy, the Committee will consider candidates for director suggested by our stockholders, provided that the recommendations are made in accordance with the procedures required under our bylaws and described in this proxy statement under the heading "Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders." Director candidates recommended by stockholders in accordance with these procedures and who meet the criteria outlined above, in the Committee's Charter and in our Corporate Governance Principles will be evaluated by the Corporate Governance and Nominating Committee in the same manner as other director candidates.

The Compensation Committee

        Under the terms of its Charter, the Compensation Committee is responsible for assisting the Board of Directors in discharging its responsibilities relating to compensation of Liquidity Services' executive officers and producing the annual report on executive compensation to be included in

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Liquidity Services' annual proxy statement. Specifically, the Compensation Committee is responsible for:

        The Compensation Committee met six times in fiscal 2012.

        The members of the Compensation Committee as of the date of this proxy statement are Messrs. Gross (Chair), Clough, Kramer and Perdue. The Board of Directors has determined that each of the members of the Compensation Committee is independent, as defined by the Company's director independence standards and the rules of the NASDAQ Stock Market, Inc.

        For additional information about the Compensation Committee's policies and procedures, please see "Compensation Discussion & Analysis" below.

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COMPENSATION OF NON-EMPLOYEE DIRECTORS

        Our non-employee directors receive a combination of equity and cash compensation for service on our Board of Directors. Directors who are employed by the Company (including Mr. Angrick) do not receive any compensation for their service as directors. The Compensation Committee, in consultation with Towers Watson, its independent compensation consultant, periodically reviews non-employee director compensation and recommends changes based on competitive market data. In January 2012, the Compensation Committee recommended keeping the non-employee director compensation program for fiscal 2012 the same as the program in place for fiscal 2011, and the Board of Directors approved this recommendation.

        For fiscal 2012, each of our non-employee directors received an annual cash retainer of $30,000. Committee chairs received an additional annual retainer as follows: $15,000 for the Audit Committee and $5,000 for each of the Compensation Committee and the Corporate Governance and Nominating Committee. All amounts paid to our non-employee directors are paid quarterly in arrears, unless an election was made otherwise, except that retainers for committee chair service are paid in advance. Our non-employee directors have the opportunity to receive payment of their cash retainers in the form of stock option grants or grants of restricted stock by making an irrevocable one-time annual election. Stock options received pursuant to this election vest one year from the date such stock options were granted. All restrictions applicable to the restricted shares received pursuant to this election also lapse one year from the date such restricted shares were granted.

        In addition to a cash retainer, non-employee directors also receive equity-based compensation. Annual non-employee director equity awards are granted in February and vest on the one-year anniversary of the grant date, subject to the director's continued service with the Company through that date. Stock options granted to non-employee directors expire ten years from the date of grant. Annual cash retainers and equity compensation for new non-employee directors is pro-rated based on when they join the Board during the fiscal year.

        For fiscal 2012, each non-employee director received an annual equity award with an aggregate value of $90,000 granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan. Sixty percent of the annual equity award was provided in the form of stock options with a grant date fair value of $54,000, and forty percent of the annual equity award was provided in the form of restricted stock having a grant date fair value of $36,000. On February 17, 2012, we granted each of our non-employee directors options to purchase 5,328 shares of our common stock with an exercise price per share of $42.31 and 851 shares of restricted stock. The determination of the number of stock options to be granted was made using the Black-Scholes model. The number of shares of restricted stock to be granted was determined by dividing the value of the award by the closing price of our common stock on the grant date.

        The non-employee director compensation described above is summarized in the following table:

Annual Compensation Element for Role
 
Board Compensation

General Board Service—Cash Retainer

  $30,000

Committee Chair Service—Cash Retainer

   

Audit

  $15,000

Compensation

  $  5,000

Corporate Governance and Nominating

  $  5,000

General Board Service—Equity

   

Stock Option Value (60%)

  $54,000

Restricted Stock Value (40%)

  $36,000

Vesting Schedule

  Stock options and restricted stock vest on the one-year anniversary of the grant date

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        In addition to the compensation described above, our non-employee directors are reimbursed for expenses they incur in attending meetings of the Board of Directors or Board committees.


DIRECTOR COMPENSATION FOR FISCAL 2012

        The following table sets forth the total cash and equity compensation paid to our non-employee directors for their service on the Board of Directors and committees of the Board of Directors during fiscal 2012:

Name
  Retainer fees
paid in cash
($)(1)
  Stock Awards
($)(2)(3)
  Option Awards
($)(2)(4)
  Total ($)  

Phillip A. Clough

  $ 30,000     36,000     54,000   $ 120,000  

George H. Ellis

    45,000     36,000     54,000     135,000  

Patrick W. Gross

    35,000     36,000     54,000     125,000  

Franklin D. Kramer

    35,000     36,000     54,000     125,000  

Jaime Mateus-Tique

    30,000     36,000     54,000     120,000  

David A. Perdue

    30,000     36,000     54,000     120,000  

(1)
Retainer fees, at the election of each director, may be paid in cash or in the form of stock options or restricted stock. For fiscal 2012, Messrs. Clough and Perdue elected to receive their retainer fees in the form of restricted stock. As a result, Messrs. Clough and Perdue each were granted 709 shares of restricted stock with a grant date fair value of $30,000 on February 17, 2012. The vesting restrictions on these shares will lapse on February 1, 2013.

(2)
The amounts reported in these columns reflect the aggregate grant date fair value of grants of stock options and restricted stock awards to each of the non-employee directors, computed in accordance with U.S. generally accepted accounting principles, disregarding estimates of forfeitures related to service-based vesting conditions. For additional information about the assumptions used in these calculations, see Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. As described above, in fiscal 2012, each nonemployee director was granted options to purchase 5,328 shares of our common stock with a grant date fair value of approximately $54,000. Each non-employee director also was granted 851 shares of restricted stock with a grant date fair value of approximately $36,000. We calculate the grant date fair value of a restricted stock award by multiplying the closing price of our common shares on the grant date by the number of shares subject to such award.

(3)
At September 30, 2012, our non-employee directors held the following shares of unvested restricted stock: Phillip A. Clough, 1,560 shares; George H. Ellis, 851 shares; Patrick W. Gross, 851 shares; Franklin D. Kramer, 851 shares; Jaime Mateus-Tique, 851 shares; and David A. Perdue, 1,560 shares.

(4)
At September 30, 2012, our non-employee directors held the following stock option awards, some of which were not fully vested: Phillip A. Clough, 28,970 options; George H. Ellis, 5,328 options; Patrick W. Gross, 106,563 options; Franklin D. Kramer, 32,274 options; Jaime Mateus-Tique, 199,952 options; and David A. Perdue, 38,952 options.

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BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK

        The following table sets forth information regarding ownership of our common stock as of January 15, 2013, other than as set forth below, by each of our directors and named executive officers, all of our directors and executive officers as a group and the holders of 5% or more of our common stock known to us. The information in this table is based on our records, information filed with the SEC and information provided to us. To our knowledge, except as disclosed in the table below, none of our stockholders hold 5% or more of our common stock. Except as otherwise indicated, (1) each person has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table and (2) the business address of each person shown below is 1920 L Street, NW, 6th Floor, Washington, DC 20036.

 
  Number of Shares
Beneficially Owned
  Percentage of
Shares
Outstanding(1)

Named Executive Officers and Directors:

         

William P. Angrick, III(2)

    6,250,196   19.9%

James M. Rallo(3)

    21,454   *

Thomas B. Burton(4)

    59,762   *

G. Cayce Roy(5)

    226,277   *

Philip A. Clough(6)

    41,871   *

George H. Ellis(7)

    11,219   *

Patrick W. Gross(8)

    112,089   *

Franklin D. Kramer(9)

    39,477   *

Jaime Mateus-Tique(10)

    425,960   2.0%

David A. Perdue, Jr.(11)

    51,295   *

James E. Williams(12)

    12,771   *

% All executive officers and directors as a group (11 individuals)(13)

    7,252,371   24.2%

*
Less than 1% of the outstanding shares of our common stock.

(1)
The percentages are calculated based on 31,503,881 shares of common stock outstanding as of the Record Date.

(2)
Includes 4,656,153 shares of common stock held by the William P. Angrick, III Revocable Trust, 873,379 shares of common stock held by the William P. Angrick III 2005 Irrevocable Trust, 114,699 shares of common stock held by the Stephanie S. Angrick Revocable Trust and 575,513 shares of common stock held by the Stephanie S. Angrick 2005 Irrevocable Trust. Mr. Angrick disclaims beneficial ownership of these securities. This amount also includes 30,452 shares of common stock issuable pursuant to options held by Mr. Angrick that are exercisable as of January 15, 2013 or within 60 days of such date.

(3)
Includes 21,454 shares of common stock issuable pursuant to options held by Mr. Rallo that are exercisable as of January 15, 2013 or within 60 days of such date.

(4)
Includes 59,762 shares of common stock issuable pursuant to options held by Mr. Burton that are exercisable as of January 15, 2013 or within 60 days of such date.

(5)
Includes 226,277 shares of common stock issuable pursuant to options held by Mr. Roy that are exercisable as of January 15, 2013 or within 60 days of such date.

(6)
Includes 30,530 shares of common stock issuable pursuant to options held by Mr. Clough that are exercisable as of January 15, 2013 or within 60 days of such date.

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(7)
Includes 6,179 shares of common stock issuable pursuant to options held by Mr. Ellis that are exercisable as of January 15, 2013 or within 60 days of such date.

(8)
Includes 106,889 shares of common stock issuable pursuant to options held by Mr. Gross that are exercisable as of January 15, 2013 or within 60 days of such date.

(9)
Includes 17,514 shares of common stock issuable pursuant to options held by Mr. Kramer that are exercisable as of January 15, 2013 or within 60 days of such date.

(10)
Includes 43,001 shares of common stock held by the Jaime Mateus-Tique 2005 Irrevocable Trust, 53,262 shares of common stock held by the Em El 2007 Irrevocable Trust, and 193,303 shares of common stock issuable pursuant to options held by Mr. Mateus-Tique that are exercisable as of January 15, 2013 or within 60 days of such date.

(11)
Includes 40,512 shares of common stock issuable pursuant to options held by Mr. Perdue that are exercisable as of January 15, 2013 or within 60 days of such date.

(12)
Includes 12,071 shares of common stock issuable pursuant to options held by Mr. Williams that are exercisable as of January 15, 2013, or within 60 days of such date.

(13)
Includes 506,595 shares of common stock issuable pursuant to options held by all executive officers and directors as a group that are exercisable as of January 15, 2013 or within 60 days of such date.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors, executive officers and beneficial owners of greater than ten percent of our common stock to file reports of holdings and transactions in Liquidity Services' common stock with the SEC. Based solely on these records, we believe that in fiscal 2012 all persons satisfied these filing requirements on a timely basis, except that, unless otherwise noted, each of the following individuals filed a single Form 4 late. The name of the individual and the number of transactions that were not timely filed are as follows: William P. Angrick III (2), Thomas B. Burton (2), Phillip A. Clough (2), Eric C. Dean (3), James M. Rallo (2), G. Cayce Roy (2), James E. Williams (2).


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        The Company did not participate in or review any potential related party transactions during fiscal 2012 and there currently are no proposed related party transactions. To be considered a related party transaction under current SEC rules, a transaction must include the Company as a participant, and one of our officers, directors or greater than 5% stockholders or a family member of such person must have a direct or indirect material interest in the transaction. To date, we have not participated in any related party transactions requiring disclosure as such under the SEC disclosure requirements. Should we consider participating in a related party transaction in the future, such transaction would be reviewed and subject to approval by the Audit Committee, in accordance with our written Audit Committee Charter. We have not adopted specific standards that would govern such review.

        As a general matter, our written Code of Business Conduct and Ethics prohibits conflicts of interest. We consider a conflict of interest to exist when a person's private interest interferes in any way with the interests of our Company, including: (i) a conflict that makes it difficult for an employee, officer or director to perform his or her work objectively and effectively; (ii) when an employee, officer or director, or any member of his or her family, receives improper personal benefits as a result of his or her position in or with our Company; or (iii) when an employee, officer or director is engaged in a business or business activity that is in competition with or injurious to us. The Code of Business Conduct and Ethics requires that the General Counsel be consulted with any questions about conflicts of interest in addition to requiring that our directors and officers consult with the General Counsel before engaging in any potential conflict of interest transactions.

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PROPOSALS REQUIRING YOUR VOTE

ITEM 1—Election of Directors

        Our Board of Directors currently is composed of seven directors, divided into three classes: Class I, Class II and Class III. Our Class I directors, elected at the Annual Meeting of Stockholders in 2010, are William P. Angrick, III and David A. Perdue, Jr., and their terms end at this Annual Meeting of Stockholders upon the election and qualification of their successors. Our Class II directors, elected at the Annual Meeting of Stockholders in 2011, are Phillip A. Clough, George H. Ellis and Jaime Mateus-Tique, and their terms end at the Annual Meeting of Stockholders in 2014. Our Class III directors, elected at the Annual Meeting of Stockholders in 2012, are Patrick W. Gross and Franklin D. Kramer, and their terms end at the Annual Meeting of Stockholders in 2015. With respect to the Class I directors to be elected at the Annual Meeting, each nominee for director will, if elected, continue in office until our Annual Meeting of Stockholders in 2016 or until the director's successor has been duly elected and qualified, or until the earlier of the director's death, resignation or retirement.

        If you are a stockholder of record, the proxy holders named on the proxy card intend to vote your proxy for the election of each of these nominees, unless you indicate on the proxy card that your vote should be withheld from any or all of the nominees. Brokers, banks and other nominees are not permitted to vote in the election of directors without instructions from the beneficial owner. Therefore, if your shares are held through a broker, bank or other nominee, they will not be voted in the election of directors unless you affirmatively vote your shares.

        Each nominee has consented to be named as a nominee in this proxy statement, and we expect each nominee for election as a director to be able to serve if elected. If any nominee is unable to serve, proxies will be voted in favor of the other nominees and may be voted for substitute nominees selected by the Board, unless the Board chooses to reduce the number of directors serving on the Board.

        In evaluating director candidates, and considering incumbent directors for renomination, the Board and the Corporate Governance and Nominating Committee consider a variety of factors as discussed above under "The Corporate Governance and Nominating Committee." Among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

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        The specific qualifications and experience of the individual directors and nominees and certain other information are set forth on the following pages. For more information on the director nomination process, refer to "The Corporate Governance and Nominating Committee" above.

        Your Board of Directors unanimously recommends a vote FOR the election of William P. Angrick, III and David A. Perdue, Jr. as directors.

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BOARD OF DIRECTORS

Name and Age as of January 28, 2013   Biographical Information and Director Qualifications and Experience

William P. Angrick, III
Age 45

  Mr. Angrick is a co-founder of Liquidity Services who has served as the Chairman of the Board of Directors and Chief Executive Officer of LSI since January 2000. Prior to co-founding Liquidity Services, Mr. Angrick was at Deutsche Bank Alex Brown from 1995 to 1999, where he served as Vice President of the Consumer and Business Services Investment Banking Group after serving as an Associate. Mr. Angrick holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University and a B.B.A. with honors from the University of Notre Dame. Mr. Angrick earned his CPA certificate in 1990.

  As a co-founder and Chairman and CEO of the Company, Mr. Angrick has extensive industry experience and knowledge of the Company. Mr. Angrick also brings to the Board senior leadership experience and financial and accounting experience.

Jaime Mateus-Tique
Age 46

 

Mr. Mateus-Tique is a co-founder of Liquidity Services who has served as a director of LSI since April 2000. Mr. Mateus-Tique served as LSI's President and Chief Operating Officer from April 2000 until his retirement in September 2009. Prior to co-founding Liquidity Services, Mr. Mateus-Tique served as a senior engagement manager at McKinsey & Co., a management consulting firm, from September 1995 to March 2000. Mr. Mateus-Tique holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University and a master's degree from Ecole des Hautes Etudes Commerciales in Paris.

  As a co-founder and former President and COO of the Company, Mr. Mateus-Tique has extensive industry experience and knowledge of the Company. Mr. Mateus-Tique also brings to the Board senior leadership experience and media and technology experience.

Phillip A. Clough
Age 51

 

Mr. Clough has served as a director of Liquidity Services since September 2004. Since January 2007, Mr. Clough has been a Managing General Partner of ABS Capital Partners ("ABS"), a growth equity firm focused on investments in growth companies in the technology, business and education services, media and communications and health care industries. From September 2001 to January 2007, Mr. Clough was a General Partner of ABS. Prior to joining ABS, Mr. Clough was President and Chief Executive Officer of Sitel Corporation, a global provider of outsourced customer support services, from May 1998 to March 2001. In addition to serving as a director of Liquidity Services, Mr. Clough currently serves on the boards of directors of Rosetta Stone Inc., a provider of technology-based language learning solutions, and various private companies. Mr. Clough previously served on the board of directors of American Public Education, Inc., a provider of exclusively online post-secondary education, from August 2002 to 2010.

  As a Managing General Partner of a private equity firm, Mr. Clough has senior leadership experience and financial experience. Mr. Clough also brings to the Board high-growth company experience, media and technology experience and public company board experience.

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Name and Age as of January 28, 2013   Biographical Information and Director Qualifications and Experience

George H. Ellis
Age 63

  Mr. Ellis has served as a director of Liquidity Services since May 2010. Mr. Ellis has been the Chief Financial Officer of Studer Group, a private equity-backed healthcare consulting firm, since September 2011. From July 2006 to August 2011, Mr. Ellis served as the Chief Financial Officer of Global 360, Inc., a software development company. Mr. Ellis has also served in several capacities at Softbrands, Inc., a software developer and provider of related professional services that was acquired by Golden Gate Capital, serving as a member of its board of directors from October 2001 to August 2009, serving as Chairman from October 2001 to June 2006, and as Chief Executive Officer from October 2001 to January 2006. Mr. Ellis is also a director of Blackbaud, Inc., a supplier of software for non-profit companies, where he is Chairman of the audit committee. Mr. Ellis served on the board of directors of NEON Systems, Inc., from January 2000 to December 2005 and PeopleSupport, Inc., from October 2004 to October 2008. He also served as a director of AremisSoft Corp. from April 1999 until February 2001 and as Chairman and Chief Executive Officer of AremisSoft from October 2001 to July 2002. AremisSoft confirmed its plan of reorganization under Chapter 11 of the U.S. Federal Bankruptcy Code in August 2002. Previously, Mr. Ellis served as Chief Financial Officer of Sterling Software, Inc., Chief Financial Officer and founder of Sterling Commerce, Inc., a spin-off of Sterling Software, and Executive Vice President and Chief Operating Officer of the Communities Foundation of Texas. Mr. Ellis is a Certified Public Accountant and is admitted to the State Bar of Texas.

  As a CFO and former Chairman and CEO of several companies and an audit committee member, Mr. Ellis has senior leadership experience and financial and accounting experience. Mr. Ellis also brings to the Board high-growth company experience, media and technology experience and public company board experience.

Patrick W. Gross
Age 68

 

Mr. Gross has served as a director of LSI since February 2001. Mr. Gross has served as Chairman of The Lovell Group, a private business and technology advisory and investment firm, since October 2002. Mr. Gross is a founder of, and served as a principal executive officer from 1970 to September 2002 at, American Management Systems, Inc., a publicly traded information technology consulting, software development and systems integration firm. Mr. Gross is also a director of Capital One Financial Corporation, a publicly traded financial services company, Career Education Corporation, a publicly traded provider of post-secondary educational services, Rosetta Stone Inc., a provider of technology-based language learning solutions, Taleo Corporation, a publicly traded provider of talent management solutions, and Waste Management,  Inc., a publicly traded provider of integrated waste services. Mr. Gross also currently serves on the boards of directors of various private companies.

  As the Chairman of a business and technology advisory and investment firm, Mr. Gross has senior leadership experience and media and technology experience. Mr. Gross also brings to the Board industry experience, high-growth company experience and public company board experience.

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Name and Age as of January 28, 2013   Biographical Information and Director Qualifications and Experience

Franklin D. Kramer,
Age 67

  Mr. Kramer has served as a director of LSI since September 2001. Since February 2004, Mr. Kramer has been an independent consultant, with expertise in the areas of national security, international affairs and cyber security. From March 2001 to May 2005, Mr. Kramer was a lawyer with Shea & Gardner, now Goodwin Procter LLP. Mr. Kramer served as a director of Changing World Technologies, Inc., a privately held energy and environmental service company from February 2002 to April 2006; during this time he also served Changing World Technologies as Executive Vice President and then as a consultant. Mr. Kramer currently serves on the boards of directors of various organizations. From 2007 to 2012, Mr. Kramer was an Operating Advisor for Pegasus Capital. From March 1996 through February 2001, Mr. Kramer served as Assistant U.S. Secretary of Defense for International Security Affairs. Mr. Kramer is the principal editor of the book Cyberpower and National Security and Strategic Realities in Irregular Conflict.

  As a former Assistant U.S. Secretary of Defense for International Security Affairs, Mr. Kramer has government and international experience. Mr. Kramer also brings to the Board senior leadership experience and legal experience.

David A. Perdue, Jr.
Age 63

 

Mr. Perdue has served as a director of LSI since December 2009. Mr. Perdue served as Chairman and Chief Executive Officer of Dollar General Corporation, a retail organization, from June 2003 until his retirement in July 2007, and as Chief Executive Officer of Dollar General Corporation from April 2003 until June 2003. From July 2002 to March 2003, Mr. Perdue served as Chairman and Chief Executive Officer of Pillowtex Corporation, a textile manufacturing company. Pillowtex filed for bankruptcy in July 2003 after emerging from a previous bankruptcy in May 2002. Prior to 2003, Mr. Perdue held senior management positions with Reebok International Ltd., Haggar Corporation and Sara Lee Corporation. Mr. Perdue has served on the board of directors of Alliant Energy Corporation, a public utility holding company, since 2001, and the board of directors of Jo-Ann Stores, Inc., a specialty retailer of fabrics and crafts, from 2008 to 2011. Currently, Mr. Perdue is a partner in Perdue Partners, an international trading company.

  As a former Chairman and CEO of several retail and manufacturing companies, Mr. Perdue has senior leadership experience and experience in sales and marketing. Mr. Perdue also brings to the Board public company board experience.

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EXECUTIVE OFFICERS AND MANAGEMENT

        Below you can find information, including biographical information, about our executive officers (other than Mr. Angrick, whose biographical information appears above):

Name
  Age   Position
Thomas B. Burton     54   Executive Vice President and President, Capital Assets Group
James M. Rallo     47   Chief Financial Officer and Treasurer
G. Cayce Roy     48   Executive Vice President and President of the Retail Supply Chain Group
James E. Williams     45   Vice President, General Counsel and Corporate Secretary

        Thomas B. Burton serves as our Executive Vice President and President of the Capital Assets Group. Previously, Mr. Burton served as President and Chief Operating Officer of DOD Surplus, LLC, our wholly-owned subsidiary now part of the Capital Assets Group. Mr. Burton served as LSI's Director of Government Surplus from September 2000 through May 2001. Prior to joining our Company in September 2000, Mr. Burton served as the Western Region Director of EG&G Technical Services, a government contractor, from August 1990 to September 2000. Mr. Burton holds a B.S. from Cameron University.

        James M. Rallo has served as Chief Financial Officer and Treasurer of LSI since February 2005. Prior to joining our Company, Mr. Rallo served as Chief Financial Officer and Treasurer of Sleep Services of America, Inc. from July 1999 to February 2005. Mr. Rallo served as Vice President of Deutsche Banc Alex Brown's Healthcare Investment Banking Group from June 1995 to July 1999. Mr. Rallo holds an M.B.A. from the Smith School of Business at the University of Maryland and a B.S. from Washington and Lee University. Mr. Rallo is a Certified Public Accountant.

        G. Cayce Roy has served as our Executive Vice President and President of the Retail Supply Chain Group, formerly known as the Asset Recovery Group, since August 2008. From 2000 to 2007, Mr. Roy held a number of management positions at Amazon.com, Inc., an online retailer. Most recently, from June 2004 to January 2007, Mr. Roy served as Vice President and General Manager of Amazon Services, LLC. Prior to that, from August 2001 to June 2004, Mr. Roy led Amazon's North American fulfillment operations. Prior to his employment at Amazon, Mr. Roy served with TNT Post Group in Europe. Mr. Roy holds a B.S. from Lehigh University.

        James E. Williams has served as our Vice President, General Counsel and Corporate Secretary since November 2005. Prior to joining our Company, Mr. Williams served as Vice President, General Counsel and Secretary for Acterna Corporation, a telecommunications equipment manufacturer. Previously, Mr. Williams served as Assistant General Counsel for PathNet Telecommunications, formerly a wholesale telecommunications provider. Prior to that, Mr. Williams was a corporate associate at the law firms of Kirkland & Ellis LLP and Wilson Sonsini Goodrich & Rosati. He received his B.A. from Brown University and his J.D. from the University of Chicago Law School.

ITEM 2—Ratification of Independent Registered Public Accounting Firm

        The Audit Committee has selected Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal 2013.

        We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm. Although ratification is not required by our bylaws or otherwise, we are submitting the selection of Ernst & Young LLP to our stockholders for ratification because we value our stockholders' views on the Company's independent registered public accounting firm and as a

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matter of good corporate practice. In the event that our stockholders fail to ratify the selection, the Audit Committee will review its future selection of the independent registered public accounting firm. Even if this selection is ratified, pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm and may determine to change the firm selected at such time and based on such factors as it determines to be appropriate.

        Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting to answer appropriate questions. They also will have the opportunity to make a statement if they desire to do so.

        Your Board of Directors unanimously recommends a vote FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013.


AUDITORS

Audit and Non-Audit Fees

        The following table presents fees for professional audit services rendered by Ernst & Young LLP for the audit of the Company's annual financial statements for the fiscal years ended September 30, 2012, and September 30, 2011, and for fees billed for other services rendered by Ernst & Young LLP during those periods.

 
  Fiscal
2012
  Fiscal
2011
 

Audit fees(1)

  $ 836,440   $ 749,000  

Audit-related fees(2)

  $ 73,000   $ 106,500  

Tax fees(3)

  $ 159,700   $ 213,500  

All other fees(4)

  $ 324,310   $ 0  

Total fees

  $ 1,393,450   $ 1,069,000  

(1)
Audit fees consisted principally of work performed in connection with the audit of our consolidated financial statements and the review of our unaudited quarterly financial statements. This amount includes $14,000 in costs during fiscal 2011, related to the statutory audits of our foreign subsidiaries and other related services.

(2)
Audit-related fees consisted principally of fees incurred in connection with our employee benefit plans.

(3)
Tax fees consisted principally of tax return preparation, planning and compliance work.

(4)
All other fees consisted principally of fees related to acquisitions.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

        Pursuant to its Charter, Audit Committee policy and applicable law, the Audit Committee pre-approves all audit and permissible non-audit services to be provided by our independent registered public accounting firm. The pre-approval policy applies to audit services, audit-related services, tax services and other services. The Audit Committee has delegated authority to the Chair of the Audit Committee in some cases to pre-approve the provision of services by our independent registered public accounting firm, which pre-approvals the Chair then communicates to the full Audit Committee. To avoid potential conflicts of interest, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. We obtain these services from other service providers as needed.

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Audit Committee Report

        Liquidity Services' management is responsible for Liquidity Services' financial statements, internal controls and financial reporting process. Liquidity Services' independent registered public accounting firm, Ernst & Young LLP, is responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with U.S. generally accepted accounting principles. The Audit Committee was established for the purpose of representing and assisting the Board of Directors in overseeing Liquidity Services' accounting and financial reporting processes and audits of Liquidity Services' annual financial statements, including the integrity of Liquidity Services' financial statements, Liquidity Services' compliance with legal and regulatory authority requirements, the independent registered public accounting firm's qualifications and independence and the performance of Liquidity Services' independent registered public accounting firm. The members of the Audit Committee are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm.

        In this context, the Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board ("PCAOB") Ethics and Independence Rule 3526, "Communication with Audit Committees Concerning Independence." The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm's communications with the audit committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

        Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended September 30, 2012 for filing with the Securities and Exchange Commission. The Board of Directors approved including the audited financial statements in the Company's Annual Report.

        The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that we specifically incorporate the Audit Committee Report by reference therein.

ITEM 3—Approval of an Advisory Resolution on Executive Compensation

        We are asking stockholders to approve an advisory resolution on the Company's executive compensation as reported in this proxy statement. As described below in the "Compensation Discussion and Analysis" section of this proxy statement, the Compensation Committee's goals in setting executive compensation are to support the attainment of our short- and long-term financial and strategic objectives, reward executives for continuous growth in earnings and stockholder value, and align executives' interests with those of our stockholders. To achieve these goals, our executive compensation structure emphasizes performance-based compensation, including annual incentive compensation and stock-based awards.

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        We urge stockholders to read the "Compensation Discussion and Analysis," beginning on page 28 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 39 through 51, which provide detailed information on the compensation of our named executive officers. The Board of Directors and the Compensation Committee believe that the policies and procedures articulated in the "Compensation Discussion and Analysis" are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement reflects and supports these compensation policies and procedures.

        In accordance with Section 14A of the Exchange Act, and as a matter of good corporate governance, stockholders will be asked at the Annual Meeting to approve the following advisory resolution:

        This advisory resolution, commonly referred to as a "say-on-pay" resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

        The Board of Directors has adopted a policy providing for annual "say-on-pay" advisory votes. Unless the Board of Directors modifies its policy on the frequency of holding "say-on-pay" advisory votes, the next "say-on-pay" advisory vote will occur in 2014.

        Your Board of Directors unanimously recommends a vote FOR the advisory resolution on executive compensation.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

        This section describes our compensation strategy, programs and practices for the executive officers listed in the Summary Compensation Table that follows this discussion. In this proxy statement, we refer to these individuals as our named executive officers.

Executive Summary

        Our executive compensation philosophy and the elements of our executive compensation program with regard to fiscal 2012 are summarized below:

General Compensation Philosophy

        Liquidity Services' executive compensation programs are designed to support the attainment of our short- and long-term financial and strategic objectives, reward executives for continuous growth in earnings and stockholder value, and align executives' interests with those of our stockholders. The goal of Liquidity Services' compensation programs is to attract, retain and motivate key executives, and to encourage a long-term commitment to Liquidity Services. To achieve these objectives, the Compensation Committee uses a variety of compensation elements, including: base salary, annual cash incentive compensation, long-term incentive compensation and certain other compensation and benefits.

        Factors Considered When Determining Compensation.    The Compensation Committee seeks to set executive compensation at competitive levels that the Compensation Committee considers appropriate for a company of our size and stage of growth. On an annual basis, the Compensation Committee determines and approves the total compensation level of each of our named executive officers based on its evaluation of external market conditions, Company performance and each named executive officer's individual performance relative to pre-established performance goals and objectives. The Compensation

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Committee also considers each executive's level of experience, unique skills and abilities critical to the Company, and the executive's tenure, position and responsibilities with the Company. The Compensation Committee considers recommendations from the Chairman and CEO regarding levels for base salary, annual incentive awards and long-term incentive awards for named executive officers. The Chairman and CEO annually provides to the Compensation Committee historical and prospective breakdowns of the total direct compensation components for each named executive officer. The Chairman and CEO also recommends financial and non-financial performance goals for each named executive officer under the annual cash incentive compensation plan.

        Market Data.    Periodically, the Compensation Committee has engaged a leading industry compensation consultant to assess the market competitiveness of our executive compensation program so that our program attracts and retains executive talent essential to achieve our business plans. As noted above, the Compensation Committee did not engage a compensation consultant with respect to fiscal 2012 compensation. The Compensation Committee did engage a compensation consultant, Towers Watson, to assess the market competitiveness of our executive compensation program with respect to fiscal 2011 compensation and in prior years and again with respect to fiscal 2013 compensation. The scope of Towers Watson's work included a review of the Company's executive compensation practices, assistance with development of an appropriate peer group, and presentation to the Compensation Committee of reports regarding executive compensation trends for similarly sized companies and the market competitiveness of our executive compensation program.

        The peer companies utilized in Towers Watson's fiscal 2011 review were approved by the Compensation Committee and were the same as the Company's fiscal 2010 peer group. The peer group data was based on the then most recent publicly available information. In selecting the companies for inclusion in the peer group, the Compensation Committee considered revenue, market capitalization, number of employees, geographic area, and companies with an internet presence or technology focus. The peer group included companies with revenues ranging from $76 million to $1.00 billion. The peer group companies for the fiscal 2011 review were:

GSI Commerce Inc.

 

Deltek Inc.

1-800-FLOWERS.COM Inc.

 

TeleCommunication Systems Inc.

Overstock.com Inc.

 

CoStar Group Inc.

The Corporate Executive Board

 

Rosetta Stone Inc.

VistaPrint Ltd.

 

BIDZ.com Inc.

NeuStar Inc.

 

U.S. Auto Parts Network Inc.

TNS Inc.

 

Online Resources Corp.

Blackboard Inc.

 

GeoEye Inc.

Blue Nile Inc.

 

LoopNet Inc.

        The compensation decisions specific to each component of total direct compensation for the named executive officers are discussed below.

        Pay Mix.    Because our named executive officers are in a position to directly influence the Company's performance, a significant portion of their compensation is delivered in the form of annual cash incentive bonus and long-term incentive compensation. We rely on a mix of compensation components intended to reward short-term results (in the form of annual cash incentive bonuses) and motivate long-term performance (in the form of option and restricted stock grants that vest over several years). We do not have a specific allocation target between cash and equity-based compensation

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or between annual and long-term incentive compensation. Instead, we retain the flexibility when determining the compensation mix to react to our evolving business environment and our specific hiring and retention requirements. In fiscal 2012, approximately 52% or more of each of our named executive officer's target total direct compensation, including approximately 76% of the target total direct compensation for the Chairman and CEO, was performance-based and/or tied directly to the performance of our stock (in the form of target annual cash incentive bonuses and stock options and restricted stock awards), consistent with the Company's compensation philosophy to link executive compensation with stockholder returns and achievement of strategic business objectives.

Base Salary

        Purpose.    Salaries for named executive officers are designed to be competitive when compared with prevailing market rates and are based on a variety of factors, including level of responsibility, performance and the recommendations of the Chairman and CEO. Base salaries are reviewed annually or at the time of promotion or other changes in responsibilities. In determining whether to award base salary increases, the Compensation Committee considers the Company's overall business outlook, the Company's budget, the executive's individual performance, historical compensation, market compensation levels for comparable positions, internal pay equity and other factors, including any retention concerns. Under the terms of the employment agreements in place with our named executive officers, the Compensation Committee may not adjust the salary of a named executive officer downward unless the named executive officer consents to a reduction.

        Fiscal 2012 Decisions.    The Compensation Committee approved base salary increases for each of the named executive officers in fiscal 2012. These increases primarily reflected a cost of living adjustment over the prior year's base salary and an adjustment to set base salaries to levels comparable to the 50th percentile of the peer group. Effective October 1, 2011, the Compensation Committee approved base salaries in the following amounts for our named executive officers:

Named Executive Officer
  2012
Salary
  2011
Salary
  Percentage
Increase
 

William P. Angrick, III

  $ 450,000   $ 395,000     14 %

James M. Rallo

    311,456     296,625     5 %

Thomas B. Burton

    297,413     283,250     5 %

G. Cayce Roy

    289,327     272,950     6 %

James E. Williams

    267,800     257,500     4 %

        The Compensation Committee utilizes a report of market compensation levels prepared by its independent compensation consultant in order to evaluate the executives' base salaries. The Compensation Committee generally seeks to set base salaries at the 50th percentile of the peer group, adjusting for experience and other factors such as tenure, individual performance and responsibilities.

Annual Incentive Compensation

        Purpose.    Annual incentive compensation is an "at risk" performance-based cash bonus that is designed to motivate our named executive officers to achieve pre-established corporate financial and individual performance objectives that are consistent with the Company's strategic plan. Bonuses under the plan are payable if, and only to the extent that, these pre-established objectives are achieved. The Compensation Committee retains the discretion to increase or decrease payouts under the bonus plan in connection with its review of the Company's and the executive's performance during the year. The Compensation Committee exercised this discretion with respect to fiscal 2012 to increase the bonuses payable to Mr. Burton (by $34,000) and Mr. Roy (by $19,000) as an acknowledgment of outstanding performance over fiscal 2012. Compensation paid under the plan has varied significantly from year to

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year. For example, over the last four years, the bonus of our Chairman and CEO has ranged from 0 to 205% of his base salary.

        The annual incentive bonus plan is also designed to attract and retain key employees by providing our named executive officers with a significant opportunity to earn additional annual cash compensation. As noted below, the target opportunities of our named executive officers range from 40% to 100% of base salary, with a maximum opportunity of between 80% and 205% of the base salary. The Committee strives to set the annual incentive plan target opportunity at the median of the peer group with potential for upper quartile pay based on superior performance of the Company and the individual.

        Fiscal 2012 Target Bonus Opportunities.    At the beginning of each fiscal year, the Committee establishes the performance goals and target and maximum cash bonus awards for each named executive officer. Each target and maximum cash bonus award is set as a percentage of each named executive officer's base salary. The amount of the cash bonus ultimately awarded depends on the achievement of performance goals. The "Grants of Plan-Based Awards for Fiscal 2012" table below shows the range of possible payments to each of our named executive officers under the annual incentive bonus plan in fiscal 2012.

        For fiscal 2012, the annual incentive cash award target and maximum bonus of our named executive officers were:

Named Executive Officer
  Fiscal 2012 Target
Bonus Percentage of
Base Salary
  Fiscal 2012
Annual
Incentive
Target
  Fiscal 2012
Maximum
Bonus Percentage of
Base Salary
 

William P. Angrick, III

    100 % $ 450,000     205 %

James M. Rallo

    60 %   186,874     100 %

Thomas B. Burton

    80 %   237,930     120 %

G. Cayce Roy

    60 %   173,596     100 %

James E. Williams

    40 %   107,120     80 %

        The Committee established these target and maximum cash bonus award opportunities based upon (1) the relative scope and responsibility of the named executive officer's position and his respective impact on overall Company performance and (2) comparative compensation data based on the Committee's review of the competitive market conducted for fiscal 2011. For fiscal 2012, the target bonus opportunity for each of our named executive officers remained the same as for fiscal 2011. The Compensation Committee determined that the target bonus opportunities of our named executive officers (other than Mr. Burton) were at or near the 75th percentile of the competitive market data reviewed for fiscal 2011. The Committee determined that it was appropriate for Mr. Burton's target bonus opportunity to be above the 75th percentile because of the significance to the Company of his role as head of Capital Assets Group and to incentivize participation in company-wide growth initiatives.

        Fiscal 2012 Performance Goals.    During the beginning of the fiscal year, the Compensation Committee established performance goals for the plan based on recommendations from management. For fiscal 2012, the Committee determined that awards under the plan for our named executive officers other than Messrs. Burton and Roy would be based on the achievement of two corporate performance goals and one marketplace performance goal (measured with respect to all marketplaces other than the DOD Surplus marketplace) and achievement of certain individual management objectives. For Messrs. Burton and Roy, the Committee determined that their bonuses tied to financial performance would be based almost entirely on marketplace-specific performance goals (the Capital Assets marketplace with respect to Mr. Burton and the Retail Supply Chain Group marketplace with respect to Mr. Roy) rather than Company-wide performance metrics because of their leadership of the

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respective marketplaces, with the remainder of their bonuses based on the achievement of certain individual management objectives, a portion of which were tied to company-wide growth initiatives. The performance goals carry different weights for our named executive officers based on their position and responsibilities. The relative weights assigned to corporate, marketplace and individual goals for fiscal 2012 are as follows:

Name and Principal Position
  Corporate
GMV
  Corporate
Adjusted
EBITDA
  Marketplace
Performance*
  Individual
Performance
 

William P. Angrick, III

    25 %   25 %   25 %   25 %

Chairman and Chief Executive Officer

                         

James M. Rallo

   
30

%
 
25

%
 
15

%
 
30

%

Chief Financial Officer and Treasurer

                         

Thomas B. Burton

   
0

%
 
0

%
 
85

%
 
15

%

Executive Vice President and President, Capital Assets Group

                         

G. Cayce Roy

   
0

%
 
0

%
 
85

%
 
15

%

Executive Vice President and President, Retail Supply Chain Group

                         

James E. Williams

   
25

%
 
20

%
 
15

%
 
40

%

Vice President, General Counsel & Secretary

                         

*
Marketplace performance for Messrs. Angrick, Rallo and Williams is measured with respect to all marketplaces other than the DOD Surplus marketplace; for Mr. Burton, marketplace performance is measured with respect to the Capital Assets Group marketplace; for Mr. Roy, marketplace performance is measured with respect to the Retail Supply Chain Group marketplace business.

        Similar to fiscal 2011, the Committee's evaluation of the Company's financial performance under the plan for fiscal 2012 was based on two Company-wide goals—Gross Merchandise Volume (GMV) and Adjusted EBITDA. GMV measures the total sales volume of all merchandise sold through the Company's marketplaces during a given period. Adjusted EBITDA is based on the measurement of earnings before interest, taxes, depreciation and amortization, as adjusted for non-cash stock compensation expense. The Committee selected these metrics as the corporate performance measures because they continue to be key metrics used by management to measure the Company's business performance and the basis upon which we communicate forward-looking financial information to the investment community. The target GMV goal for fiscal 2012 was $730 million, approximately 31% greater than fiscal 2011 results. If the Company had achieved a GMV of less than $685.0 million, then no bonus would have been earned with respect to this goal. The target Adjusted EBITDA goal established for fiscal 2012 was $82.5 million, reflecting an increase of approximately 57% over fiscal 2011 results. If the Company had achieved an Adjusted EBITDA of less than $75.0 million, then no bonus would have been earned with respect to this goal. If the threshold goal for either GMV or Adjusted EBITDA had been achieved, then a named executive officer would have earned 40% of his target bonus percentage for that goal.

        For Messrs. Angrick, Rallo and Williams, the performance goal selected to measure marketplace performance in all marketplaces other than the DOD Surplus marketplace for fiscal 2012 was based on the combined GMV of each of those marketplaces. Similar to the corporate metric, GMV for each marketplace is based on the measurement of the total sales volume of all merchandise sold through the respective marketplaces during a given period. Because we believe disclosure of the GMV results for these marketplaces would cause the Company competitive harm by publishing sensitive information that

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would not otherwise be disclosed, the Company is not disclosing this target. The Committee cannot specify the degree of difficulty required to meet the GMV target, but believes that achievement of the target goal would have required substantial and sustained performance by these marketplaces. The target GMV goal was consistent with the Company's annual business plan and strategic objectives, and achievement of the target goal required extensive business development efforts, a significant increase in inventory velocity and continued improvement in service levels. Achievement of the target GMV goal required year over year growth of 37%, and achievement of the threshold GMV goal, which would have resulted in 40% of the target bonus percentage for this goal being earned, required year over year growth of 28%.

        For Mr. Burton, marketplace performance for fiscal 2012 (which comprised 85% of his total annual bonus opportunity) was measured with respect to the DOD Surplus marketplace and the non-DOD Capital Assets Group marketplace based on the marketplaces' respective Contribution Margins, which we define as margin contributed from an individual marketplace before allocation of certain expenses, (Weight: 80% of his total annual bonus opportunity) and the marketplace's achievement of the following objective (achievement at the level indicated would have resulted in a payout at target for the goal):

        Similar to the corporate metric, Contribution Margin for the Capital Assets Group marketplace is based on the measurement of earnings before interest, taxes, depreciation and amortization, as adjusted for non-cash stock compensation expense. Because we believe disclosure of the Contribution Margin results for the Capital Assets Group marketplace would cause the Company competitive harm by publishing sensitive information that would not otherwise be disclosed, the Company is not disclosing this target. The Committee cannot specify the degree of difficulty required to meet the Contribution Margin target, but believes that achievement of the target goal would have required substantial and sustained performance by the marketplace. The target Contribution Margin goal was consistent with the Company's annual business plan and strategic objectives, and achievement of the target goal required successfully executing marketing strategies, improving inventory accuracy and realizing significant operational efficiencies. Achievement of the target Contribution Margin goal required year over year growth of approximately 28%, and achievement of the threshold Contribution Margin goal, which would have resulted in 40% of the target bonus percentage for this goal being earned, required year over year growth of approximately 15%.

        For Mr. Roy, marketplace performance for fiscal 2012 (which comprised 85% of his total annual bonus opportunity) was measured with respect to the Retail Supply Chain Group marketplace's Contribution Margin (Weight: 60% of his total annual bonus opportunity) and the marketplace's achievement of the following objectives (achievement at the level indicated for each goal would have resulted in a payout at target for that goal):

        Similar to the corporate metric, Contribution Margin for the Retail Supply Chain Group marketplace is based on the measurement of earnings before interest, taxes, depreciation and amortization, as adjusted for non-cash stock compensation expense. Because we believe disclosure of the Contribution Margin results for the Retail Supply Chain Group marketplace would cause the Company competitive harm by publishing sensitive information that would not otherwise be disclosed, the Company is not disclosing this target. The Committee cannot specify the degree of difficulty required to meet the Contribution Margin target, but believes that achievement of the target goal

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would have required substantial and sustained performance by the marketplace. The target Contribution Margin goal was consistent with the Company's annual business plan and strategic objectives, and achievement of the target goal required extensive business development efforts, a significant increase in inventory velocity and continued improvement in service levels.

        The individual performance goals established for each of our named executive officers varied based on his relative job responsibilities and emphasized improvement in metrics or operational objectives within the control of each named executive officer. Each of our named executive officers had three to five individual management objectives designed to further each of the following two Company strategic initiatives of market leadership and of collaboration, integration and transformation. Each individual management objective is weighted differently as noted below. To the extent that an objective was determined to be critical to the Company's strategy and business plan, it may have served as an individual objective of more than one named executive officer.

        Our Chairman and Chief Executive Officer's individual performance was evaluated based on the following five individual objectives (which comprised 25% of his total annual bonus opportunity):

        Mr. Rallo's individual performance was evaluated based on the following three individual objectives (which comprised 30% of his total annual bonus opportunity):

        Mr. Williams' individual performance was evaluated based on the following three individual objectives (which comprised 40% of his total annual bonus opportunity):

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        Mr. Burton's individual performance was evaluated based on the following individual objectives (which comprised 15% of his total annual bonus opportunity):

        Mr. Roy's individual performance was evaluated based on the following individual objectives (which comprised 15% of his total annual bonus opportunity):

        Fiscal 2012 Results and Payouts.    At the end of the performance year, our Chairman and CEO assessed the achievement of the Company and individual performance goals and made a recommendation to the Committee regarding the annual bonus payouts. The target cash bonus of each of our named executive officers is shown in the "Grants of Plan-Based Awards for Fiscal 2012" table, and the actual amounts earned by our named executive officers are shown in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table, which amounts were paid to the executives after the end of the fiscal year.

        In determining the amount of the fiscal 2012 awards, the Committee assessed the Company's and each named executive officer's performance measured against the previously described corporate, marketplace and individual management objectives. For fiscal 2012, the Company achieved GMV of $864 million, which exceeded the maximum performance level, and Adjusted EBITDA of $110 million, which exceeded the maximum performance level, resulting in payouts for both of these components of 240% of target. The Company's marketplaces other than the DOD Surplus marketplace collectively achieved GMV that resulted in payout for that component at the maximum level (240% of target).

        The Compensation Committee awarded Mr. Angrick an annual cash incentive bonus of 205% of his target bonus, resulting in a bonus payment of $922,500, based on our strong fiscal 2012 corporate performance and achievement of 100% of his individual objectives. Mr. Rallo was awarded 198% of his target bonus, resulting in a bonus payment of $370,062, based on our strong fiscal 2012 corporate performance and achievement of 100% of his individual objectives. Mr. Williams was awarded 184% of his target bonus, resulting in a bonus payment of $197,101, based on our strong fiscal 2012 corporate performance and achievement of 100% of his individual objectives.

        Mr. Burton was awarded 140% of his target bonus, resulting in a bonus payment of $333,410, based on the Capital Assets Group marketplace's achievement of 119.3% of DOD Surplus Contribution Margin target, 100% of non-DOD Capital Assets Group marketplace Contribution Margin target, 145% achievement of his growth initiatives objectives and 112.5% achievement of inventory accuracy objectives.

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        Mr. Roy was awarded 167% of his target bonus, resulting in a bonus payment of $290,079, based on the Retail Supply Chain Group marketplace's achievement of 125% of Contribution Margin target, 145% achievement of his growth initiative objectives, 125% of GMV growth target and 100% achievement of auction defect rate objectives.

        Fiscal 2013 Bonus Plan.    At its November 2012 meeting, the Compensation Committee determined that the corporate financial measures for our fiscal 2013 annual incentive compensation plan will be GMV from all marketplaces other than the DOD Surplus marketplace and Adjusted EBITDA. The Compensation Committee decided to include business integration objectives, including developing marketing strategy for our seller- and buyer-facing brands and further penetrating and cross-selling to existing strategic accounts. The relative weight assigned to corporate, business integration and individual goals for fiscal 2013 is as follows:

Name and Principal Position
  GMV Other
Than DOD
Surplus
  Adjusted
EBITDA
Other Than
DOD
Surplus
  Business
Integration
  Individual
Performance
 

William P. Angrick, III

    25 %   25 %   25 %   25 %

Chairman and Chief Executive Officer

                         

James M. Rallo

   
25

%
 
25

%
 
20

%
 
30

%

Chief Financial Officer and Treasurer

                         

Thomas B. Burton

   
10

%
 
0

%
 
10

%
 
80

%

Executive Vice President and President, Capital Assets Group

                         

G. Cayce Roy

   
10

%
 
0

%
 
10

%
 
80

%

Executive Vice President and President, Retail Supply Chain Group

                         

James E. Williams

   
15

%
 
15

%
 
25

%
 
45

%

Vice President, General Counsel & Secretary

                         

Long-Term Incentive Compensation

        Purpose.    We grant equity-based compensation to our named executive officers in order to attract, retain and reward our executives and strengthen the mutuality of interests between our named executive officers and Liquidity Services' stockholders. The Compensation Committee annually determines whether to grant stock options or other equity-based incentives to executives. In making its determinations, the Compensation Committee considers factors such as market data, the executive's and the Company's performance in the last year and the results achieved by the executive, the executive's base salary and the Compensation Committee's view regarding the future potential of long-term contributions of the executive. Recommendations of the Chairman and CEO are also taken into consideration.

        The Compensation Committee historically had granted our named executive officers long-term incentive awards in the form of stock options. As in fiscal 2011, our long-term incentive compensation program in fiscal 2012 provided grants of stock options and restricted stock under our 2006 Omnibus Long-Term Incentive Plan, which has been approved by our stockholders.

        The Compensation Committee has historically granted annual equity awards with respect to each fiscal year after financial results are available for the prior fiscal year at a regularly scheduled meeting. As the Compensation Committee's meeting schedule is established prior to the start of each fiscal year, the proximity of any award grants to earnings announcements or other market events is coincidental.

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For annual awards, the Compensation Committee's policy is to grant options and restricted stock awards on the date it approves them. The option exercise price is determined in accordance with the terms of the plan under which the award is granted (generally, the closing price on the date of grant) and cannot be less than the fair market value of our Common Stock as of that date. In addition to annual options awards, our named executive officers may receive stock options in connection with the commencement of employment or upon promotion. In these cases, the exercise price is typically the closing price of our common stock on the date the executive begins employment or the effective date of the promotion.

        Fiscal 2012 Annual Awards.    In fiscal 2012, the Compensation Committee granted a mix of stock options and time-based restricted stock awards to each of our named executive officers as part of the annual grant for fiscal 2012. Approximately 40% of the equity award value was in the form of stock options, and 60% was in the form of time-based restricted stock.

        In determining the size of the annual grants to our named executive officers, the Compensation Committee considered the size of equity awards granted in fiscal 2011, the scope of job responsibilities, experience, individual performance and recommendations of the Chairman and CEO. Generally, the Committee seeks to target named executive officers' annual long-term incentive award values at a level between the 50th and 75th percentile of the Company's peer group based on a target value as a percentage of base salary. The grant date fair values of options and restricted stock awarded to our named executive officers in fiscal 2012 were within or just below this range.

        The grant date fair value of each of our named executive officer's stock options and time-based restricted stock awards as a percentage of base salary is as shown in the table below.

Named Executive Officer
  Grant Date Fair Value
of Annual Award
as a Percentage of
Base Salary*
 

William P. Angrick, III

    241 %

James M. Rallo

    132 %

Thomas B. Burton

    132 %

G. Cayce Roy

    90 %

James E. Williams

    74 %

*
We calculated the grant date fair value of stock options by multiplying the Black-Scholes value per option by the number of options awarded and of restricted stock by multiplying the closing price of our common shares on the grant date times the number of restricted shares awarded.

        The number of stock options and time-based restricted shares granted to our named executive officers in fiscal 2012 is included in the "Grants of Plan-Based Awards for Fiscal 2012" table. The terms and conditions of the grants are more fully described in the footnotes and narrative following that table.

        Fiscal 2013 Equity Awards.    At its November 2012 meeting, the Compensation Committee granted each of our named executive officers a mix of stock options and time-based and performance-based restricted stock awards for fiscal 2013. Approximately 40% of the equity award value was in the form of stock options, and 60% was in the form of restricted stock. With respect to both stock options and restricted stock, 50% vest over four years and 50% vest based upon the achievement of performance conditions. Mr. Burton was also granted 10,000 shares of restricted stock that will vest, if at all, based upon the achievement of certain Capital Assets Group Contribution Margin performance goals.

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Other Compensation and Benefit Programs

        Our named executive officers are eligible to participate in benefit plans that are available to substantially all of our employees, including participation in the Liquidity Services, Inc. 401(k) Profit Sharing and Trust Plan, medical insurance, dental insurance, life insurance and disability insurance programs.

        Except with respect to Mr. Burton and Mr. Roy, we do not provide our named executive officers with any additional benefits or perquisites not available to all other employees. In fiscal 2012, Mr. Burton was provided the use of a Company-owned car and Mr. Roy was provided with a housing allowance that was discontinued beginning in the second quarter of fiscal 2012. The value of these benefits is described in the footnotes to the "Summary Compensation Table" below.

Employment Agreements

        We have entered into employment agreements with each of our named executive officers that provide for, among other things, specified payments in the event of termination of employment in certain circumstances. The terms of these agreements are described under "Employment Agreements" below. The Committee believes it is important to provide our named executive officers with some measure of financial security in the event that their employment with the Company is terminated without cause or in connection with certain unforeseen circumstances. The Committee believes that these arrangements encourage an executive to comply with post-termination restrictive non-competition covenants and to cooperate with the Company both before and after his employment is terminated. The Committee believes that these arrangements are reasonable and that it is beneficial to have agreements in place that specify the exact terms and benefits an executive receives if the Company elects to terminate a named executive officer's employment.

Stock Ownership

        There are no equity ownership requirements or guidelines that any of our employees must meet or maintain. Our current named executive officers collectively own a significant amount of Company Common Stock. As of the Record Date, as a group, our named executive officers owned 24.2% of the Company's Common Stock.

2012 "Say-on-Pay" Advisory Vote on Executive Compensation

        The Company provided stockholders a "say-on-pay" advisory vote on its executive compensation in 2012 under recently adopted Section 14A of the Securities Exchange Act of 1934, as amended. At the Company's 2012 Annual Meeting of Stockholders, stockholders expressed substantial support for the compensation of our NEOs, with approximately 99% of the votes cast for approval of the "say-on-pay" advisory vote. The Committee carefully evaluated the results of the 2012 advisory vote at its April meeting. The Committee also considers many other factors in evaluating the Company's executive compensation programs as discussed in this Compensation Discussion and Analysis, including the Committee's assessment of the interaction of our compensation programs with our corporate business objectives, evaluations of our programs by external consultants, and review of peer group data, each of which is evaluated in the context of the Committee's fiduciary duty to act as the directors determine to be in stockholders' best interests. While each of these factors bore on the Committee's decisions regarding our NEOs' compensation, the Committee did not make any changes to our executive compensation program and policies as a result of the 2012 "say-on-pay" advisory vote.

Deductibility of Executive Compensation

        Section 162(m) of the Internal Revenue Code of 1986, as amended (Internal Revenue Code), limits publicly-held companies to an annual deduction for federal income tax purposes of $1 million for

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compensation paid to a company's chief executive officer and the three other most highly compensated executive officers (not including the chief financial officer) determined at the end of each year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for "qualifying performance-based" compensation. For fiscal 2012, payments of annual bonuses and the grants of stock options were intended to qualify as performance-based compensation.

Summary Compensation Table

        The following table summarizes the compensation of our named executive officers, which includes our principal executive officer, principal financial officer and our three other most highly compensated executive officers.

Name and Principal Position
  Year   Salary
($)(1)
  Stock
Awards
($)(2)
  Option
Awards
($)(2)
  Non-Equity
Incentive Plan
Compensation
($)(3)
  All Other
Compensation
($)(4)
  Total
($)
 

William P. Angrick, III

    2012     450,000     607,516     478,568     922,500     11,512     2,470,096  

Chairman and Chief

    2011     395,000     986,615     217,606     743,588     7,570     2,350,379  

Executive Officer

    2010     395,000     544,005     499,708     477,358     10,688     1,926,759  

James M. Rallo

   
2012
   
311,456
   
233,581
   
178,596
   
370,062
   
11,652
   
1,105,347
 

Chief Financial Officer

    2011     296,625     412,817     190,654     319,109     6,675     1,219,212  

and Treasurer

    2010     282,500     108,600         225,744     10,471     627,315  

Thomas B. Burton

   
2012
   
297,413
   
223,072
   
170,546
   
333,410
   
19,375
   
1,043,816
 

President and Chief

    2011     283,250     441,264     97,094     347,639     14,061     1,183,308  

Operating Officer,

    2010     275,000     36,200         330,000     13,304     654,504  

DOD Surplus, LLC

                                           

G. Cayce Roy

   
2012
   
289,327
   
147,564
   
112,811
   
290,079
   
28,329
   
868,110
 

Executive Vice President

    2011     272,950     521,339     99,414     133,947     70,000     1,097,650  

and President, Asset

    2010     265,000     121,469     140,745     80,693         607,907  

Recovery division

                                           

James E. Williams(5)

   
2012
   
267,800
   
112,461
   
85,989
   
197,101
   
9,570
   
672,921
 

Vice President, General

                                           

Counsel and Secretary

                                           

(1)
Each of the named executive officers contributed a portion of his salary to the Liquidity Services, Inc. 401(k) Profit Sharing and Trust Plan.

(2)
The amounts reported in these columns reflect the aggregate grant date fair value of grants of stock options and time-based and performance-based restricted stock awards to each of the named executive officers in the years shown, computed in accordance with U.S. generally accepted accounting principles, disregarding estimates of forfeitures related to service-based vesting conditions. The amounts reported for performance-based restricted stock awards were calculated assuming that all applicable performance goals would be achieved. For additional information about these calculations, see the "Grants of Plan-Based Awards for Fiscal 2012" table included in this proxy statement. For additional information about the assumptions used in these calculations, see Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012. No stock or option awards granted to our named executive officers were forfeited during fiscal 2012, 2011 or 2010.

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(3)
The amounts in the Non-Equity Incentive Plan Compensation column represent the annual cash incentive bonuses described under the section of this proxy statement entitled "Annual Incentive Compensation." These annual cash bonuses were paid in fiscal 2013 for performance in fiscal 2012.

(4)
The payments listed for fiscal 2012 in the "All Other Compensation" column above reflect the following amounts and, unless noted below, are based upon the actual cost expended by the Company:

    For Mr. Angrick, the amount shown includes: $10,680 for 401(k) matching contributions and $832 for short- and long-term disability insurance premium payments.

    For Mr. Rallo, the amount shown includes: $10,820 for 401(k) matching contributions and $832 for short- and long-term disability insurance premium payments.

    For Mr. Burton, the amount shown includes: $3,432 for 401(k) matching contributions, $832 for short- and long-term disability insurance premium payments and $15,111 in aggregate incremental cost to the Company of providing him with a car.

    For Mr. Roy, the amount shown includes: $6,497 for 401(k) matching contributions, $832 for short- and long-term disability insurance premium payments and $21,000 representing the housing allowance provided to him by the Company. The housing allowance was discontinued beginning in the second quarter of fiscal 2012.

    For Mr. Williams, the amount shown includes: $8,738 for 401(k) matching contributions and $832 for short- and long-term disability insurance premium payments.

(5)
James E. Williams became a named executive officer for the first time in fiscal 2012. In accordance with SEC rules, the table above does not provide 2010 or 2011 data for him.

Employment Agreements

        We have entered into employment agreements with all of our named executive officers that provide for, among other things, the term of employment, compensation and benefits payable during the term of the agreement and certain compensation payable when an executive's employment is terminated under certain conditions.

        We also have confidentiality, non-competition and intellectual property agreements with the named executive officers. These agreements typically provide that the employee may not disclose or transfer any of our confidential information to any person, business entity or other organization without authorization from us, and that the employee may not, during his or her employment with us and for 24 months thereafter, hire or solicit any of our employees for employment with another person or entity or in any way interfere with the relationship we have with any of our employees, clients or other business relationships. Further, these agreements also typically provide that the employee may not, during his employment with us and for up to 24 months thereafter, compete with us. These agreements typically also provide that all ideas, designs, works and inventions made by the employee in the course of his or her employment with us are our exclusive property, and that the copyrights of all writings produced by the employee during the course of his or her work for us are the property of our Company.

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        We entered into an employment agreement with Mr. Angrick effective as of January 1, 2004. The agreement provides that Mr. Angrick will be employed as our Chairman and Chief Executive Officer and that his employment will continue until terminated by either party pursuant to the terms of the agreement. During fiscal 2012, Mr. Angrick received a salary of $450,000, which was approved by the Compensation Committee. Mr. Angrick is also eligible for a target annual incentive bonus under a sliding scale as approved by the Compensation Committee that is equal to up to 100% of his base salary based upon the achievement of our financial budget each year. In addition, he is eligible to receive an additional bonus amount for the completion of projects that increase stockholder value, at the discretion of the Compensation Committee. If Mr. Angrick's employment is terminated as a result of his death, his estate will receive his base salary through the next full calendar month and all other unpaid amounts. If Mr. Angrick's employment is terminated because of disability, he is entitled to his base salary through the third full calendar month after termination and all other unpaid amounts, provided that his base salary will be reduced by any amounts received under any disability insurance provided by the Company.

        The agreement also provides that if his employment with the Company is terminated by us other than for cause, disability or death, or is terminated by Mr. Angrick for good reason, Mr. Angrick is entitled to receive: (1) his base salary through the date of termination and all other unpaid amounts owed under the employment agreement and (2) a lump-sum severance package equal to six months of the sum of his base salary plus an amount equal to six months of his average annual bonus for the previous two fiscal years. All severance payments made by us to Mr. Angrick will be payable within 30 days of notice of termination subject to potential delay as a result of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). Mr. Angrick's employment agreement was amended effective January 9, 2007 to extend the term from December 31, 2006 to December 31, 2009. Mr. Angrick's employment agreement was extended until December 31, 2010, after which date the agreement shall be renewed automatically for a term of one year unless either party terminates the agreement.

        We entered into an employment agreement with Mr. Rallo effective as of February 21, 2005. During fiscal 2012, Mr. Rallo received a salary of $311,500, which was approved by the Compensation Committee. Mr. Rallo is also eligible for a target annual incentive bonus of up to 60% of his salary and it must be at least $50,000, subject to the achievement of certain deliverables and milestones; for fiscal 2012, the annual bonus target was 60% of his base salary.

        If Mr. Rallo's employment is terminated as a result of his death, his estate will receive his base salary through the next full calendar month and all other unpaid amounts owed under the employment agreement. If Mr. Rallo's employment is terminated because of disability, he is entitled to receive his base salary through the third full calendar month after termination and all other unpaid amounts, provided that his base salary will be reduced by any amounts received under any disability insurance provided by the Company. This agreement also provides that if his employment with our Company is terminated by us other than for cause, disability or death, or because we elect not to extend the term of the agreement, or if his employment is terminated by Mr. Rallo for good reason, Mr. Rallo is entitled to receive: (1) his base salary through the date of termination and all other unpaid amounts; and (2) a lump-sum severance package equal to the sum of twelve months of his base salary plus an amount equal to his average annual bonus for the previous two fiscal years. All severance payments made by us to Mr. Rallo will be payable within 30 days of notice of termination subject to potential delay as a result of Section 409A. Mr. Rallo's employment agreement was amended effective February 23, 2012 to extend the term from February 20, 2012 to February 20, 2013, after which date the agreement shall be renewed automatically for a term of one year unless either party terminates the

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agreement. Pursuant to this amendment, if during the twelve months following a corporate transaction Mr. Rallo is terminated by us other than for cause, death or disability, or because we elect not to extend the term of the agreement, or if his employment is terminated by Mr. Rallo for good reason, Mr. Rallo is entitled to receive: (1) his base salary through the date of termination and all other unpaid amounts; and (2) a lump-sum severance package equal to the sum of twenty-four months of the sum of his base salary plus an amount equal to his average annual bonus for the previous two fiscal years.

        We entered into an employment agreement with Mr. Burton effective as of June 15, 2001, with a one-year term with automatic one year renewals. The agreement provides that his employment will continue until terminated by either party pursuant to the terms of the agreement. During fiscal 2012, Mr. Burton received a salary of $297,400, which was approved by the Compensation Committee. In addition, Mr. Burton is eligible to receive a bonus upon the attainment of certain performance milestones; for fiscal 2012, the annual bonus target was 80% of his base salary.

        If Mr. Burton's employment is terminated as a result of his death, his estate will receive his base salary through the last day of the calendar month of the date of termination and all other unpaid amounts owed under the employment agreement. This agreement also provides that if his employment with our Company is terminated by us other than for cause or Mr. Burton's disability or death, Mr. Burton is entitled to receive: (1) his base salary through the date of termination; and (2) a lump-sum severance package equal to six months of the sum of his base salary plus healthcare benefits. All severance payments made by us to Mr. Burton will be conditioned upon Mr. Burton's execution of a release of all claims against us, our affiliates, officers, directors and employees and subject to potential delay as a result of Section 409A.

        We entered into an employment agreement with Mr. Roy, effective as of August 25, 2008. The agreement provides that Mr. Roy will be employed as our Executive Vice President and President of the Asset Recovery division and that his employment will continue until August 25, 2012, or until terminated by either party pursuant to the terms of the agreement. We are currently negotiating an extension to this agreement. We plan to extend the term of Mr. Roy's employment for automatically renewable one year terms. During fiscal 2012, Mr. Roy received a salary of $289,300, which was approved by the Compensation Committee. Mr. Roy is also eligible for an annual incentive bonus; for fiscal 2012, the annual bonus target was 60% of his base salary, based upon the achievement of certain deliverables or goals agreed upon by Mr. Roy and the Company.

        If Mr. Roy's employment is terminated as a result of his death, his estate will receive his base salary through the next full calendar month and all other unpaid amounts owed under the employment agreement. If Mr. Roy's employment is terminated because of disability, he is entitled to receive his base salary through the third full calendar month after termination and all other unpaid amounts, provided that his base salary will be reduced by any amounts received under any disability insurance provided by the Company. This agreement also provides that if his employment with our Company is terminated by us other than for cause, disability or death, or is terminated by Mr. Roy for good reason, Mr. Roy is entitled to receive: (1) his base salary through the date of termination and all other unpaid amounts; and (2) a lump-sum severance package equal to six months of his base salary plus an amount equal to six months of the average bonus for the previous two fiscal years. All severance payments made by us to Mr. Roy will be payable within 30 days of notice of termination subject to potential delay as a result of Section 409A.

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        We entered into an employment agreement with Mr. Williams effective as of November 11, 2005, with a three-year initial term. On January 21, 2010 we entered into a nearly identical new agreement that extended the term of employment through January 21, 2011 with automatically renewable one year terms thereafter. The agreement provides that Mr. Williams will be employed as Vice President, General Counsel and Secretary, and that his employment will continue during the term of employment until terminated by either party pursuant to the terms of the agreement. During fiscal 2012, Mr. Williams received a salary of $267,800, which was approved by the Compensation Committee. In addition, Mr. Williams is eligible to receive an annual incentive bonus upon the attainment of certain performance milestones; for fiscal 2012, the annual incentive bonus target was 40% of his base salary. Mr. Williams is also eligible for discretionary bonuses based on his performance and contributions at the discretion of the Compensation Committee.

        If Mr. Williams' employment is terminated as a result of his death, his estate will receive his base salary through the next full calendar month following the date of termination and all other unpaid amounts owed under the employment agreement. If Mr. Williams' employment is terminated as a result of his disability, he will receive his base salary through the third full calendar month following the date of termination and all other unpaid amounts owed under the employment agreement, provided that his base salary will be reduced by any amounts received under any disability insurance provided by the Company. This agreement also provides that if his employment with our Company is terminated by him with good reason or by us other than for cause or Mr. Williams' disability or death, Mr. Williams is entitled to receive: (1) his base salary through the date of termination and all other unpaid amounts owed under the employment agreement; and (2) a lump-sum severance package equal to six months of his base salary plus an amount equal to six months of the average annual bonus earned by Mr. Williams for the previous two fiscal years. All severance payments made by us to Mr. Roy will be payable within 30 days of notice of termination subject to potential delay as a result of Section 409A.

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Grants of Plan-Based Awards for Fiscal 2012

        The following table provides additional information about plan-based awards granted to our named executive officers in fiscal 2012. Our named executive officers received three types of plan-based awards: annual cash bonuses (referred to as the "Incentive Cash Award"), stock options (referred to as the "2012 Stock Options"), and time-based restricted stock awards (referred to as the "2012 Restricted Stock").

 
   
   
   
   
  All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(2)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
   
   
 
 
   
  Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
   
  Grant Date
Fair Value
of Stock &
Option
Awards
($)(5)
 
 
   
  Exercise or
Base Price
of Option
Awards
($/Share)(4)
 
Name
  Equity
Award
Grant Date
  Threshold
($)
  Target
($)
  Maximum
($)
 

William P. Angrick, III

                                                 

Incentive Cash Award

          180,000     450,000     922,500                          

2012 Stock Options

    12/2/2011                             32,139     37.72     478,568  

2012 Restricted Stock

    12/2/2011                       17,717                 607,516  

James M. Rallo

                                                 

Incentive Cash Award

          74,760     186,874     311,456                          

2012 Stock Options

    11/22/2011                             12,358     31.37     178,596  

2012 Restricted Stock

    11/22/2011                       7,446                 233,581  

Thomas B. Burton

                                                 

Incentive Cash Award

          127,887     237,930     356,896                          

2012 Stock Options

    11/22/2011                             11,801     31.37     170,546  

2012 Restricted Stock

    11/22/2011                       7,111                 223,072  

G. Cayce Roy

                                                 

Incentive Cash Award

          112,751     173,596     289,327                          

2012 Stock Options

    11/22/2011                             7,806     31.37     112,811  

2012 Restricted Stock

    11/22/2011                       4,704                 147,564  

James E. Williams

                                                 

Incentive Cash Award

          42,848     107,120     214,240                          

2012 Stock Options

    11/22/2011                             5,950     31.37     85,989  

2012 Restricted Stock

    11/22/2011                       3,585                 112,461  

(1)
Amounts shown represent the threshold, target and maximum awards that could be earned by the named executive officer under our annual incentive bonus plan for fiscal 2012. Actual bonuses paid for fiscal 2012 are shown in the Summary Compensation Table in the "Non-Equity Incentive Plan Compensation" column. For a discussion of this plan, see "Executive Compensation—Annual Incentive Compensation."

(2)
The time-based restricted stock reported in this column was granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, with 25% vesting on October 1, 2012 and 25% vesting on each of the first three anniversaries of October 1, 2012.

(3)
The stock options reported in this column were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, with 25% vesting on October 1, 2012 and 2.083% vesting each month thereafter for 36 months. The options have a term of 9 years and 10 months.

(4)
The stock options have an exercise price equal to the closing price of our common stock on the grant date ($31.37 for each of the named executive officers other than Mr. Angrick), except that the stock options granted to Mr. Angrick have an exercise price equal to 110% of the closing price of our common stock on the grant date ($37.72).

(5)
The amounts reported in this column for awards represent the full grant date fair value of the awards calculated in accordance with U.S. generally accepted accounting principles. The value of the time-based

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  Option Awards  
Name
  Grant Date   Number of
Securities
Underlying
Options
(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
  Option
Exercise
Price($)(1)
  Option
Expiration
Date
 

William P. Angrick, III

    12/29/08 (2)       1,668     8.23     12/29/2018  

    12/1/09 (4)       29,682     9.96     10/1/2019  

    11/30/10 (7)       15,430     17.02     10/1/2020  

    12/02/11 (8)       32,139     37.72     10/1/2021  

James M. Rallo

   
12/29/08

(3)
 
2,466
   
27,868
   
7.48
   
12/29/2018
 

    11/30/10 (7)       12,842     15.47     11/30/2020  

    11/22/11 (8)       12,358     31.37     11/22/2021  

Thomas B. Burton

   
12/4/07

(2)
 
17,999
   
   
10.93
   
10/1/2017
 

    12/29/08 (3)   18,000     26,003     7.48     12/29/2018  

    11/30/10 (7)   6,016     6,540     15.47     11/30/2020  

    11/22/11 (8)       11,801     31.37     11/22/2021  

G. Cayce Roy

   
7/30/08

(5)
 
32,611
   
   
10.82
   
7/30/2018
 

    7/30/08 (6)   100,160     219,840     10.82     7/30/2018  

    12/1/09 (4)   2,370     7,985     9.05     10/1/2019  

    11/30/10 (7)   1,160     6,696     15.47     11/30/2020  

    11/22/11 (8)       7,806     31.37     11/22/2021  

James E. Williams

   
12/29/08

(2)
 
2,250
   
563
   
7.48
   
10/1/2018
 

    12/1/09 (4)   2,028     6,592     9.05     10/1/2019  

    11/30/10 (7)   832     5,203     15.47     11/30/2020  

    11/22/11 (8)       5,950     31.37     11/22/2021  

(1)
The closing price of our common stock on the grant date is the exercise price for stock options, except stock options granted to Mr. Angrick. The exercise price for Mr. Angrick's outstanding stock options is 110% of the closing price of our common stock on the grant date.

(2)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vest over a four-year period, with 25% vesting on the first anniversary of the grant date and 2.083% per month vesting thereafter for the following 36 months.

(3)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vest over a five-year period, with 20% vesting on the first anniversary of the grant date and 1.67% per month vesting thereafter for the following 48 months.

(4)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vest over a four-year period, with 25% vesting on October 1, 2010 and 2.083% per month vesting thereafter for the following 36 months.

(5)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vested 25% on August 25, 2009 and 2.083% per month vesting thereafter for the following 36 months.

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(6)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vest based on the Asset Recovery marketplace's achievement of certain financial milestones.

(7)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vested 25% on October 1, 2011 and 2.083% per month vesting thereafter for the following 36 months.

(8)
These stock options were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan and vested 25% on October 1, 2012 and 2.083% per month vesting thereafter for the following 36 months.

        The following table provides information on the current holdings of stock awards of each named executive officer at September 30, 2012.

 
  Stock Awards  
Name
  Grant Date   Number of
Shares or
Units of Stock
That Have Not
Vested (#)(1)
  Market Value of
Shares or Units
of Stock
That Have Not
Vested ($)
  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have Not
Vested (#)(2)
  Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units, or
Other Rights
That Have Not
Vested ($)
 

William P. Angrick, III

    12/1/09     17,556     881,487              

    11/30/10     32,832     1,648,495              

    11/30/10                 13,108     658,153  

    12/2/11     17,717     889,571              

James M. Rallo

   
11/30/10
   
12,514
   
628,328
             

    11/30/10                 6,554     329,076  

    11/22/11     7,446     373,864              

Thomas B. Burton

   
11/30/10
   
6,374
   
320,039
             

    11/30/10                 13,108     658,153  

    11/22/11     7,111     357,043              

G. Cayce Roy

   
12/1/09
   
4,711
   
236,539
             

    11/30/10     6,525     327,620              

    11/30/10                 16,385     822,691  

    11/22/11     4,704     236,188              

James E. Williams

   
12/01/09
   
3,889
   
195,267
             

    11/30/10     5,070     254,565              

    11/30/10                 3,278     164,588  

    11/22/11     3,585     180,003              

(1)
These amounts refer to time-based restricted stock awards that were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, which vest over a four-year period, with 25% vesting on the first day of the next fiscal year following the fiscal year of grant and 25% on each of the first three anniversaries of such date.

(2)
These amounts refer to performance-based restricted stock awards that were granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, which vest, if at all, based on the Company's achievement of certain financial performance goals. These awards will vest in installments at the end of each fiscal year as and when we achieve certain pre-established goals with respect to the combined GMV in all marketplaces other than the DOD Surplus marketplace. For 100% of these awards to vest, we would need to grow the combined GMV of these marketplaces by 392% over the existing base as of the beginning of fiscal 2011.

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Option Exercises and Stock Vested During Fiscal 2012

        The following table shows the stock options that were exercised, and the restrictions on restricted stock that lapsed, during fiscal 2012 for each of our named executive officers. The values shown below are before payment of any applicable withholding tax and/or broker commissions.

 
  Option Awards   Stock Awards  
Name
  Number of
Shares
Acquired on
Exercise (#)
  Value
Realized
upon Exercise
($)(1)
  Number of
Shares
Acquired on
Vesting (#)
  Value
Realized on
Vesting
($)(2)
 

William P. Angrick, III

    69,042     2,912,678     26,614     877,998  

James M. Rallo

    101,755     2,680,370     7,617     270,345  

Thomas B. Burton

    25,000     986,904     9,016     356,393  

G. Cayce Roy

    160,000     5,416,339     13,146     501,092  

James E. Williams

    13,135     466,648     5,356     181,023  

(1)
The value realized on exercise is calculated as the difference between (A) either (i) the actual sales price of the shares underlying the options exercised if the shares were immediately sold upon exercise or (ii) the closing price of the shares underlying options exercised if the shares were not immediately sold after exercise and (B) the applicable exercise price of the options.

(2)
The value realized on vesting is calculated by multiplying (A) the closing price of a common share on the vesting date and (B) the number of shares acquired on vesting before withholding taxes.

Potential Payments upon Termination of Employment and Change of Control

Payments upon Termination of Employment

        We have entered into employment agreements with each of our named executive officers that provide compensation upon certain triggering events that result in termination of employment. These agreements are described under "Employment Agreements" above. The table below quantifies the compensation that would have become payable under existing plans and arrangements if each named executive officer's employment had terminated on September 30, 2012 upon certain triggering events. These amounts are estimates only, as the actual obligation can only be determined at the time of a named executive officer's separation from our Company. The amounts described below are in addition to benefits that are generally available to our employees such as distributions under our 401(k) plan, life insurance, disability benefits and accrued vacation.

        Unvested stock options and restricted stock granted under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan do not accelerate upon death, disability or retirement. Unvested options also do not accelerate upon termination of employment by the Company with or without cause or by the executive for "good reason" unless such termination occurs within one year following a "corporate transaction" as further described below. Unvested restricted stock also does not accelerate upon termination of employment by the Company with or without cause or by the executive for "good

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reason." All values were computed as of September 30, 2012 based on the closing price of our common stock on the last trading day of the 2012 fiscal year ($50.21).

 
  Type of Termination  
Name
  Death   Disability   By Company
with Cause
or By the
Executive
without
Good Reason
  By Company
without
Cause
or By the
Executive
with
Good Reason
  By Company
without Cause
or By the
Executive
with
Good Reason
following a
Corporate
Transaction
  Retirement  

William P. Angrick, III

                                     

Salary

  $ 75,000 (1) $ 150,000 (2) $   $ 225,000         $  

Bonus

                305,237            

Option Awards

                           

Stock Awards

                           
                           

TOTAL

    75,000     150,000         530,237            
                           

James M. Rallo

                                     

Salary

    51,909 (1)   103,819 (2)       311,456     622,912      

Bonus

                272,427     544,853      

Option Awards

                           

Stock Awards

                           
                           

TOTAL

    51,909     103,819         583,883     1,167,765      
                           

Thomas B. Burton

                                     

Salary

    24,784 (3)           148,707 (4)          

Bonus

                           

Health Benefits

                6,083 (4)          

Option Awards

                           

Stock Awards

                           
                           

TOTAL

    24,784             154,790            
                           

G. Cayce Roy

                                     

Salary

    48,221 (1)   96,442 (2)       144,664            

Bonus

                53,660            

Option Awards

                           

Stock Awards

                           
                           

TOTAL

    48,221     96,442         198,324            
                           

James E. Williams

                                     

Salary

    44,633 (1)   89,267 (2)       133,900            

Bonus

                76,262            

Option Awards

                           

Stock Awards

                           
                           

TOTAL

    44,633     89,267         210,162            
                           

(1)
Upon termination of employment as a result of death, the named executive officer is entitled to continued salary through the next full month following the date of termination. The amount shown in this column is the maximum payment that will be paid and represents two months' base salary.

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(2)
Upon termination of employment as a result of disability, the named executive officer is entitled to continued salary through the third full month following the date of termination. The amount shown in this column is the maximum payment that will be paid and represents four months' base salary. This amount may be reduced by the amount of any disability benefit payments from insurance provided by the Company.

(3)
Upon termination of employment as a result of death, the named executive officer is entitled to continued salary through the month in which the date of termination occurs. The amount shown in this column is the maximum payment that will be paid and represents one month's base salary.

(4)
Mr. Burton is entitled to these benefits only if his employment is terminated by the Company without cause.

Change of Control Arrangements

        Employment Agreements.    Other than with respect to Mr. Rallo, we do not provide change of control benefits to our named executive officers under their respective employment agreements.

        Stock Options.    Our named executive officers hold unvested stock options under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan. This plan contains provisions regarding the treatment of any unvested stock options in connection with a change of control of the Company.

        Under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, in the event of a "corporate transaction" either (1) all of the options will vest in full and become exercisable for fifteen days prior to the scheduled consummation of the change of control, or (2) the Board may elect, in its sole discretion, to cancel any outstanding awards of options and pay to the holder an amount in cash or securities equal to the number of options multiplied by the amount the fixed price paid to stockholders exceeds the option price. Under the plan, a "corporate transaction" generally means (1) the dissolution or liquidation of the Company or a merger, consolidation, or reorganization of the Company with one or more other entities in which the Company is not the surviving entity, (2) the sale of substantially all of the assets of the Company or (3) any transaction which results in any person or entity (other than persons who are stockholders or affiliates of the Company at the time the plan was approved by the Company's stockholders) owning 50% or more of the combined voting power of all of the classes of stock of the Company. If the options are assumed or continued by the surviving company, or the surviving company substitutes the options with a substantially equivalent option, then no such acceleration of vesting or cancellation of options shall occur.

        Unvested options will also vest if the named executive officer's service with the Company is involuntarily terminated within one year following a "corporate transaction." For this purpose, an involuntary termination means a termination of service with the Company without cause or a voluntary resignation of the named executive officer following a material adverse change in the executive's title or responsibilities, a material reduction in base salary, or receipt of a notice that the executive's principal workplace will be relocated more than 50 miles.

        The table below shows our estimates of the amount of the benefit each of our named executive officers would have received if the unvested options held by them as of September 30, 2012 had

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become fully vested as a result of a change of control or an involuntary termination within one year following a change in control.

Name
  Number of
Unvested
Options at
September 30, 2012
(#)
  Estimated
Benefit
($)(1)
 

William P. Angrick, III

    78,919     2,178,307  

James M. Rallo

    53,068     1,869,755  

Thomas B. Burton

    44,344     1,560,639  

G. Cayce Roy

    242,327     9,367,844  

James E. Williams

    18,308     588,234  

(1)
For vesting of unvested stock options, the values are based on the number of options that would have vested on the last business day of fiscal 2012, multiplied by the difference between the closing price of our common stock on the last trading day of the 2012 fiscal year ($50.21) and the exercise price of the unvested option. If the exercise price of any unvested option was greater than the closing price of our common stock on the last trading day of fiscal 2012, no value was attributed to the acceleration of these unvested options.

        Restricted Stock.    Certain of our named executive officers hold unvested restricted stock awards under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan. This plan contains provisions regarding the treatment of any unvested restricted stock awards in connection with a change of control of the Company.

        Under the Liquidity Services, Inc. 2006 Omnibus Long-Term Incentive Plan, in the event of a "corporate transaction" all of the restricted stock awards will vest in full and the shares of common stock subject to such awards will be delivered immediately prior to the scheduled consummation of the change of control. If the restricted stock awards are assumed or continued by the surviving company, or the surviving company substitutes the restricted stock awards with a substantially equivalent restricted stock award, then no such acceleration of vesting of restricted stock awards shall occur.

        The table below shows our estimates of the amount of the benefit each of our named executive officers would have received if the unvested restricted stock awards held by them as of September 30, 2012 had become fully vested as a result of a change of control.

Name
  Number of
Unvested
Restricted
Shares at
September 30, 2012
(#)
  Estimated
Benefit
($)(1)
 

William P. Angrick, III

    81,213     4,077,705  

James M. Rallo

    26,514     1,331,268  

Thomas B. Burton

    26,593     1,335,235  

G. Cayce Roy

    32,325     1,623,038  

James E. Williams

    15,822     794,423  

(1)
For vesting of unvested restricted shares, the values are based on the number of restricted shares that would have vested on the last business day of fiscal 2012, multiplied by the closing price of our common stock on the last trading day of the 2012 fiscal year ($50.21).

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COMPENSATION COMMITTEE REPORT

        The Compensation Committee of our Board of Directors has reviewed and discussed the Compensation Discussion and Analysis contained within this proxy statement with management and, based on such review and discussions, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

    Compensation Committee

 

 

Patrick W. Gross, Chair
Phillip A. Clough
Franklin D. Kramer
David A. Perdue, Jr.

Compensation Committee Interlocks and Insider Participation

        The members of our Compensation Committee in fiscal 2012 were Messrs. Gross, Clough, Kramer and Perdue. No member of the Compensation Committee has been an officer or employee of Liquidity Services or any of our subsidiaries at any time. None of our executive officers serves as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our Board or our Compensation Committee.


EQUITY COMPENSATION PLAN INFORMATION

        Shares of our common stock are authorized for issuance to directors, employees and consultants under our 2006 Omnibus Long-Term Incentive Plan. We have also issued shares under our 2005 Stock Option and Incentive Plan in the past. We will not make any further awards under the 2005 plan. Both of these plans have been approved by our stockholders. The following table provides information as of September 30, 2012 about outstanding options and shares reserved for issuance under these plans.

Plan Category
  Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
  Weighted-Average
Exercise Price of Outstanding Options ($)
  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
 
 
  (a)
  (b)
  (c)
 

Equity compensation plans approved by security holders

    3,075,404 (1)   13.84 (2)   2,553,574 (3)

Equity compensation plans not approved by security holders

    0     0     0  
               

Total

    3,075,404     13.84     2,553,574  

(1)
Includes 1,399,609 unvested shares of restricted stock outstanding as of September 30, 2012 that were issued pursuant to awards granted under the Company's 2006 Omnibus Long-Term Incentive Plan (the "2006 Plan").

(2)
Only outstanding option awards were used in computing the average exercise price of outstanding options.

(3)
Shares available for future awards under the 2006 Plan may be granted as stock option awards or restricted stock awards.

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REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS ANDOTHER BUSINESS OF STOCKHOLDERS

        Under Securities Exchange Act Rule 14a-8, if a stockholder would like us to include a proposal in our proxy statement and form of proxy for presentation at our 2014 Annual Meeting of Stockholders, the proposal must comply with Rule 14a-8 and must be received by us at our principal executive offices at 1920 L Street, NW, 6th Floor, Washington, DC 20036, to the attention of the Corporate Secretary, no later than September 30, 2013.

        In addition, our bylaws contain certain procedures that a stockholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Stockholders, other than non-binding proposals presented under Securities Exchange Act Rule 14a-8. These procedures provide that for nominations or other business to be properly brought before an annual meeting by a stockholder:

        To be timely, a stockholder's notice must be delivered to our Corporate Secretary at our principal executive offices not less than 90 or more than 120 days prior to the first anniversary of the date of the preceding year's Annual Meeting of Stockholders. Therefore, in order to be considered timely with respect to the 2012 Annual Meeting of Stockholders, it must be received no earlier than October 31, 2013 and no later than November 30, 2013.

        If, however, the date of the Annual Meeting is advanced more than 30 days prior to or delayed by more than 70 days after the anniversary of the preceding year's Annual Meeting, notice by the stockholder must be delivered no earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of:

        In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period or extend any time period for the giving of a stockholder's notice as described above.

        In addition, notwithstanding the above timelines, in the event that the number of directors to be elected to the Board of Directors is increased and we do not make a public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days

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prior to the first anniversary of the date of the preceding year's Annual Meeting of Stockholders, a stockholder's notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Corporate Secretary at our principal executive offices not later than the close of business on the 10th day following the day on which we first made such public announcement.

        Such notice shall set forth the following information:

        If any proposed nomination or business is not in compliance with the foregoing procedures, the chairman of the meeting has the power to declare that any defectively proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

        Stockholders must also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder. These procedures do not affect any rights of stockholders to request inclusion of proposals in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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ANNUAL REPORT

        Our Annual Report to stockholders on Form 10-K for the fiscal year ended September 30, 2012 is included with these proxy solicitation materials. A copy of our Annual Report, including the financial statements and the financial statement schedules included therein, is also available without charge by visiting our website, www.liquidityservicesinc.com, or upon written request to us at Liquidity Services, Inc., 1920 L Street, NW, 6th Floor, Washington, DC 20036, Attn: Corporate Secretary. The Company's copying costs will be charged if copies of exhibits to the Annual Report are requested.

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 01K3VA 2 2 A V + Annual Meeting Proxy Card . Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below C Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. Date (mm/dd/yyyy) — Please print date below. + B Non-Voting Items A Proposals — The Board recommends a vote FOR all of the nominees listed and FOR Proposals 2 and 3. Change of Address — Please print new address below. IMPORTANT ANNUAL MEETING INFORMATION For Against Abstain 2. Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal 2013. For Against Abstain 3. Approval of an advisory resolution on executive compensation. 01 - William P. Angrick, III 02 - David A. Perdue, Jr. 1. Election of Directors: For Withhold For Withhold MMMMMMMMMMMM MMMMMMMMMMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMM 1 5 1 0 7 8 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMMMM C 1234567890 J N T C123456789 qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on February 27, 2013. Vote by Internet • Go to www.envisionreports.com/LQDT • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message

 


. ANNUAL MEETING OF STOCKHOLDERS FEBRUARY 28, 2013 Solicited on behalf of the Board of Directors of Liquidity Services, Inc. William P. Angrick, III and James E. Williams, or each of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Liquidity Services, Inc. to be held on February 28, 2013 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder in accordance with the specifications made on the reverse side. If no such directions are indicated, the Proxies will have authority to vote FOR all of the nominees listed and FOR Proposals 2 and 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.) Please sign on the reverse side and return this proxy in the enclosed envelope. Please date, sign and mail your proxy card in the envelope provided as soon as possible. Proxy — Liquidity Services, Inc. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q