LivePerson (LPSN) Proxy Filing summary

Executive summary

• Proxy solicitation led by Robert P. LoCascio, Ikon LP, and two nominees, aiming to elect new directors to address significant stock value decline and strategic missteps since August 2023.

• LoCascio, a major shareholder and founder, criticizes current board for poor performance, customer churn, and lack of innovation, and proposes a board refresh to restore leadership in AI technology.

• The solicitation follows failed settlement discussions and concerns over the board's adoption of a restrictive NOL Poison Pill, which may deter potential acquirers and entrench current directors.

• The proxy contest is for two board seats, with the nominees bringing expertise in AI, SaaS, and B2B software, aiming to realign strategy and improve shareholder value.

Voting matters and shareholder proposals

• Proposal 1: Elect two LoCascio Nominees (Walter Bachtiger and Michal Czwarno) as Class III directors for a three-year term; recommendation is to vote FOR these nominees and WITHHOLD on the opposed company nominees.

• Proposal 2: Ratification of BDO USA, LLP as independent public accounting firm for 2024; recommendation is to vote FOR.

• Proposal 3: Advisory say-on-pay vote on executive compensation; no recommendation is made.

• Only the latest valid proxy counts; shareholders are urged to use the WHITE proxy card and can change their vote at any time before the meeting.

Board of directors and corporate governance

• The board is currently classified into three classes with eight directors; the two LoCascio Nominees, if elected, would remain a minority.

• LoCascio criticizes long board tenures and lack of relevant expertise, especially in AI and SaaS, and highlights the need for directors with a stockholder mentality.

• Nominees' backgrounds: Bachtiger is a fintech and AI leader with prior executive experience at LivePerson; Czwarno is a technology business leader with experience in scaling software companies and global strategy.