LivePerson (LPSN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2024, via live webcast, with voting on key proposals and director elections.

• A proxy contest is ongoing, with Ikon LP nominating two director candidates opposed by the Board.

• The Board recommends voting only for its nominees, Karin-Joyce (K.J.) Tjon and Dan Fletcher, and urges shareholders to disregard Ikon's materials.

• The Board has entered into a cooperation agreement with Vector Capital, resulting in the nomination of Dan Fletcher and a commitment to further board refreshment.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class III directors (Board nominees: Tjon and Fletcher) to serve until 2027.

• Proposal 2: Ratification of BDO USA, P.C. as independent auditor for 2024.

• Proposal 3: Advisory approval of executive compensation (say-on-pay).

• Proposal 4: Ratification of the Tax Benefits Preservation Plan through January 21, 2027.

• Proposal 5: Amendment and restatement of the 2019 Stock Incentive Plan, increasing shares and removing fungible share counting.

• Proposal 6: Amendment and restatement of the 2019 Employee Stock Purchase Plan, increasing shares available.

• Proposal 7: Amendment to the Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

Board of directors and corporate governance

• Board is majority independent, with diverse backgrounds and skills, and includes recent refreshment.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Cybersecurity and Technology) are fully independent.

• Recent leadership transitions: new CEO John Sabino appointed in January 2024; commitment to select a new Chair by year-end 2024.

• Board diversity matrix and skills matrix provided, highlighting gender, ethnic, and professional diversity.

• Director compensation includes cash retainers and RSUs, with additional compensation for committee chairs and special assignments.