LivePerson Sets the Record Straight on its Engagement with Starboard and Starboard’s Proposed Directors

LivePerson, Inc., a global leader in conversational AI, issued the following statement in response to the letter issued by Starboard Value LP.

LivePerson welcomes input from all shareholders. Since Starboard first disclosed its investment in the Company in late February 2022, members of the LivePerson Board and management team have constructively engaged with Starboard on an ongoing basis in an effort to better understand its views, and with a goal to serve the best interests of all shareholders.

Our Board and leadership have a long history of thoughtfully implementing change to serve the best interests of the Company and its shareholders. Our strong track record of purposefully evolving our business has enabled us to maintain long-term market leadership in the highly dynamic space of digital consumer experience. This same commitment underpins our award-winning innovation and corporate culture, which have earned us recent recognitions as one of Inc.’s Best-Led Companies, Newsweek’s Most Loved Workplaces, Built In’s Best Places To Work, and Fast Company’s #1 Most Innovative AI Company in the World, together with numerous other prestigious technology industry recognitions.

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In keeping with LivePerson’s longstanding commitment to sustainable innovation and business evolution, the Board has been engaged in an ongoing process to consider new independent director candidates who enhance the skill sets of our Board to oversee the Company’s long-term strategy and expand our Board’s diversity. Our newest director, Ernest Cu, who serves as the CEO of a leading telecommunications company, was appointed in mid-2021 as part of this ongoing refreshment process of our seven-person Board.

Consistent with our Board refreshment process and further to our good-faith engagement with Starboard, we have committed to Starboard that we would include its nominees in the process, and we have repeatedly requested to interview them. Identifying and recommending new members for LivePerson’s Board is a process we take seriously. To fulfill our fiduciary duties, we must meet with board candidates to understand what skills, expertise, commitment and contributions an individual might bring to the Board and the Company.  Despite these good faith requests over the course of many discussions, Starboard has declined to allow us access to their nominees, indicating that we must first agree in advance to add Starboard candidates to our Board. This precondition has hindered progress, preventing the LivePerson Board from evaluating Starboard’s nominees to ensure that the Board has the best mix of skill sets and experience to oversee the Company’s long-term strategy and delivery of value to shareholders.

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Starboard first informed us of both its presence as a new shareholder, and of its director nominations at the end of February 2022, on the latest possible date in LivePerson’s nomination window. Starboard’s last-minute notice of its nominees, coupled with Starboard’s posture on hindering our Board’s ability to interview its proposed Board candidates, have impacted the timing of our 2022 Annual Meeting relative to last year’s meeting date.

Regardless of how Starboard may misrepresent the facts to suit its narrative, LivePerson remains committed to engaging in constructive dialogue with Starboard, and we are guided first and foremost by our focus on serving the best interests of all shareholders.

The Board will present its recommendations regarding director nominees for election at the Company’s 2022 Annual Meeting in the Company’s definitive proxy statement, accompanying GOLD proxy card and other relevant documents to be filed with the SEC.

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