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 highlights recent leadership transitions, including the appointment of John Sabino as CEO and ongoing governance enhancements.

Voting matters and shareholder proposals

• Election of two Class III directors 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

• The Board is majority independent, with diverse skills in finance, technology, and operations.

• Recent refreshment includes new directors and a commitment to select a new Chair by year-end 2024.

• Board committees (Audit, Compensation, Nominating & Governance, Cybersecurity) are fully independent.

• The Board follows robust nomination, evaluation, and diversity practices.

• The Vector Agreement with Vector Capital includes board refreshment and standstill provisions.