LIQUIDITY SERVICES INC (LQDT)
Sector: Industrials
2026 Annual Meeting Analysis
LIQUIDITY SERVICES INC · Meeting: February 26, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Appointed October 2025, well within the 24-month exemption window; experienced CEO with relevant marketplace and technology background, no overboarding or attendance concerns identified.
LQDT's 3-year TSR of +148% is strongly positive and outperforms the disclosed peer group median by +163.8pp, far exceeding the 50pp underperformance threshold required to trigger a No vote under the strong positive TSR band; no overboarding, attendance, or independence concerns apply.
Both Class II nominees pass all policy screens: Hennessy is exempt from the TSR trigger as a new director, and Mateus-Tique benefits from exceptional 3-year TSR outperformance versus the company-disclosed peer group; FOR recommended on both.
Say on Pay
✓ FORCEO
William P. Angrick, III
Total Comp
$5,121,971
Prior Support
N/A
CEO total compensation of $5.12M is reasonable for a ~$1B market cap Consumer Cyclical company, and the program emphasizes performance-based equity (stock options with performance conditions and performance RSUs) consistent with the policy's pay-mix requirements. LQDT's 3-year TSR of +148% substantially outperforms the disclosed peer group median of -15.8%, confirming strong pay-for-performance alignment; no clawback deficiency or prior low-vote concern has been identified in the filing.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,279,425
Non-Audit Fees
$355,868
Non-audit fees (Tax Fees $353,973 + All Other Fees $1,895 = $355,868) represent approximately 27.8% of audit fees ($1,279,425), well below the 50% threshold; auditor tenure is not disclosed so no tenure trigger fires; no material restatements identified; Deloitte is a Big 4 firm appropriate for a ~$1B market cap company.
Overall Assessment
The 2026 LQDT ballot is largely uncontroversial: both director nominees pass all policy screens, Deloitte's fee structure is clean with a 27.8% non-audit ratio, and CEO pay appears appropriately structured and aligned with strong 3-year TSR outperformance of +163.8pp versus the company-disclosed peer group. The one item requiring shareholder judgment outside this policy is Proposal 4 (LTIP share increase), where the disclosed 3.2% average burn rate modestly exceeds standard benchmarks.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing