LivePerson (LPSN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually, with voting on key proposals and director elections using a GOLD universal proxy card.

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

• The Board recommends voting only for its nominees and all company proposals, urging shareholders to disregard materials from Ikon.

Voting matters and shareholder proposals

• Election of two Class III directors (Karin-Joyce Tjon and Yael Zheng) to serve until 2027.

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

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

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

• Approval of amendments to the 2019 Stock Incentive Plan and Employee Stock Purchase Plan, increasing share reserves.

• Approval of an amendment to the Certificate of Incorporation for officer exculpation as permitted by Delaware law.

Board of directors and corporate governance

• Board consists of experienced, diverse, and independent directors, with only the CEO not independent.

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

• Recent leadership transitions: new Chair (Jill Layfield), new CEO (John Sabino), and new CFO/COO (John Collins).

• Board refreshment and diversity are emphasized, with a skills matrix and demographic disclosures.

• Annual self-evaluations and active shareholder engagement are standard practice.