STARBOARD DELIVERS OPEN LETTER TO LIVEPERSON STOCKHOLDERS

Rhea-AI Summary

Starboard Value LP, owning approximately 9.4% of LivePerson (LPSN), has issued an open letter criticizing the company's governance and board composition. It accuses the board of poor oversight and of delaying the annual meeting to maintain control. Starboard advocates for a restructured board featuring its qualified nominees to enhance expertise and diversity. The firm is open to constructive discussions regarding board changes and highlights the importance of board competence in driving shareholder value.

Positive

• Starboard owns approximately 9.4% of LivePerson's outstanding shares, indicating significant stakeholder influence.
• Starboard is willing to engage in constructive discussions, showing a readiness to collaborate for positive change.

Negative

• Accusations of troubling corporate governance practices suggest potential risk in management effectiveness.
• Delaying the annual meeting is viewed as a tactic to entrench the current board, undermining shareholder interests.

Highlights the Company's Troubling Corporate Governance Practices and the Board's Lack of Relevant Experience and Ineffective Oversight

Views the Company's Decision to Delay the Annual Meeting in Order to Make Reactionary Changes as a Transparent Effort to Defend the Status Quo and Entrench the Board

Remains Open to Engaging in Constructive Settlement Discussions Which Would Include Providing Access to Its Nominees for Interviews Following an Understanding on an Appropriate Level of Board Change

Believes a Reconstituted Board with Starboard's Highly-Qualified Nominees Would Bring Much Needed Industry and Public Company Board Expertise and Improved Diversity to the Board

NEW YORK, May 31, 2022 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest stockholders of LivePerson, Inc. ("LivePerson" or the "Company") (NASDAQ: LPSN), with an ownership interest of approximately 9.4% of the Company's outstanding shares, today announced that it has delivered an open letter to LivePerson stockholders.

The full text of the letter to the Company's stockholders can be viewed at the following link:

https://www.starboardvalue.com/wp-content/uploads/Starboard_Value_LP_Letter_to_LPSN_Stockholders_05.31.2022.pdf

About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Starboard Value LP, together with the other participants named herein (collectively, "Starboard"), has filed a preliminary proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2022 annual meeting of stockholders of LivePerson, Inc., a Delaware corporation (the "Company").

STARBOARD STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"), Starboard Value and Opportunity S LLC ("Starboard S LLC"), Starboard Value and Opportunity C LP ("Starboard C LP"), Starboard R Value R LP ("Starboard R LP") , Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"), Starboard Value L LP ("Starboard L GP"), Starboard Value R GP LLC ("Starboard R GP"), Starboard X Master Fund Ltd ("Starboard X Master"), Starboard Value LP, Starboard Value GP LLC ("Starboard Value GP"), Starboard Principal Co LP ("Principal Co"), Starboard Principal Co GP LLC ("Principal GP"), Jeffrey C. Smith, Peter A. Feld, John R. McCormack, Vanessa Pegueros and Yael Zheng.

As of the close of business on May 27, 2022, Starboard V&O Fund beneficially owned directly 4,098,775 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). As of the close of business on May 27, 2022, Starboard S LLC directly owned 589,370 shares of Common Stock. As of the close of business on May 27, 2022, Starboard C LP directly owned 364,260 shares of Common Stock. Starboard R LP, as the general partner of Starboard C LP may be deemed the beneficial owner of an aggregate of 364,260 shares of Common Stock owned by Starboard C LP. As of the close of business on May 27, 2022, Starboard L Master directly owned 253,094 shares of Common Stock. Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 253,094 shares of Common Stock owned by Starboard L Master. Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of an aggregate of 617,354 shares of Common Stock owned by Starboard C LP and Starboard L Master. As of the close of business on May 27, 2022, Starboard X Master directly owned 945,388 shares of Common Stock. As of the close of business on May 27, 2022, 754,113 of Common Stock were held in an account managed by Starboard Value LP (the "Starboard Value LP Account"). Starboard Value LP, as the investment manager of each of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of an aggregate of 7,005,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. Each of Starboard Value GP, as the general partner of Starboard Value LP, Principal Co, as a member of Starboard Value GP, Principal GP, as the general partner of Principal Co, and Messrs. Smith and Feld, as members of Principal GP and as members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of 7,005,000 shares of Common Stock directly owned by Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account. As of the close of business on May 27, 2022, Mr. McCormack directly beneficially owned 950 shares of Common Stock. As of the close of business on May 27, 2022, Ms. Pegueros directly beneficially owned 1,349 shares of Common Stock. As of the close of business on May 27, 2022, Ms. Zheng directly beneficially owned 3,000 shares of Common Stock held in a revocable trust she serves as co-trustee for with her husband.

Investor contacts:
Peter Feld, (212) 201-4878
Prithvi Reddy, (212) 201-6231
www.starboardvalue.com

 

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SOURCE Starboard Value LP

FAQ

What are the main concerns raised by Starboard regarding LivePerson's corporate governance?

Starboard criticizes LivePerson's corporate governance practices, particularly the board's lack of experience and ineffective oversight.

What percentage of LivePerson does Starboard Value LP own?

Starboard Value LP owns approximately 9.4% of LivePerson's outstanding shares.

When did Starboard deliver their open letter to LivePerson stockholders?

Starboard delivered their open letter to LivePerson stockholders on May 31, 2022.

What is Starboard's stance on the upcoming annual meeting of LivePerson?

Starboard views the decision to delay the annual meeting as a move to defend the status quo and maintain board control.

What does Starboard propose for LivePerson's board?

Starboard proposes a reconstituted board that includes its qualified nominees to improve industry expertise and board diversity.