Liveperson Inc. — Proxy Solicitation & Information Statement 2022

Mar 2, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

Filed by the Registrant [x] Filed by a Party other than the Registrant [ ]

• • [ ] Preliminary Proxy Statement
  • [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2))
  • [ ] Definitive Proxy Statement
  • [ ] Definitive Additional Materials
  • [x] Soliciting Material under §240.14a 12

LIVEPERSON, INC.

___________________________________________ (Name of Registrant as Specified In Its Charter)

____________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• [x] No fee required.
• [ ] Fee computed on table below per Exchange Act Rules 14a 6(i)(1) and 0-11.
  • (1) Title of each class of securities to which transaction applies:
  • (2) Aggregate number of securities to which transaction applies:
  • (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

________________________________________________________________________________________

• (4) Proposed maximum aggregate value of transaction:
• (5) Total fee paid:
• [ ] Fee paid previously with preliminary materials.
• [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

_______________________________________________________________________________________

_______________________________________________________________________________________

• (1) Amount Previously Paid:
• (2) Form, Schedule or Registration Statement No.:
• (3) Filing Party: _______________________________________________________________________________________
• (4) Date Filed:

The following materials were presented by LivePerson at a Berenberg Fireside Chat on March 1, 2022.

• (d) Exhibits. The following documents are included as exhibits to this report:
  • 99.1* Materials presented by LivePerson at a Berenberg Fireside Chat on March 1, 2022

Berenberg Fireside Chat

Rob LoCascio Chief Executive Officer John Collins Chief Financial Officer

March 1, 2022

Notices

Forward Looking Statements

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended. You can generally identify forward-looking statements by our use of forward-looking terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," "vision" or "should," or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Please refer to our filings with the Securities and Exchange Commission, particularly the "Risk Factors" included in our periodic Form 10-K and Form 10-Q reports, for factors that could cause actual results to materially differ from those we project. The forward-looking statements contained in this presentation are made as of the date hereof and LivePerson, Inc. (the "Company") assumes no obligation to update such statements. This presentation includes adjusted EBITDA, a non-GAAP financial measure, which supplements the Company's financial statements prepared in accordance with GAAP. This non-GAAP financial measure is not intended to supersede or replace the Company's GAAP results. The most directly comparable GAAP financial measure and a detailed reconciliation between GAAP and non-GAAP financial measures is included in the Appendix to this presentation. The following forward-looking measures and the underlying assumptions involve significant known and unknown risks and uncertainties, and actual results may vary materially from these forward-looking measures. The Company does not present a quantitative reconciliation of the forward-looking non-GAAP financial measures adjusted EBITDA and adjusted EBITDA margin to the most directly comparable GAAP financial measures (or otherwise present such forward-looking GAAP measures) because it is impractical to forecast certain items without unreasonable efforts due to the uncertainty and inherent difficulty of predicting, within a reasonable range, the occurrence and financial impact of and the periods in which such items may be recognized. In particular, these non-GAAP financial measures exclude certain items, including amortization of purchased intangibles, stock-based compensation, depreciation, other litigation and consulting costs, restructuring costs, contingent earn-out adjustments, provision for (benefit from) income taxes, interest income (expense), and other expense (income), which depend on future events that are inherently uncertain. Depending on the size of these items, they could have a significant impact on the Company's GAAP financial results. We obtained market, industry and other data in this presentation from our own internal estimates and research, publicly available information about industry and general publications and research, surveys and studies conducted by third parties. While we believe that the publications, research, surveys and studies that we have used is reliable, we have not independently verified the information from third-party sources. While we believe our internal estimates and research are reliable and the market definitions are appropriate, neither such estimates and research nor these definitions have been verified by an independent source.

Important Additional Information

LivePerson intends to file a proxy statement and proxy card with the SEC in connection with the solicitation of proxies for LivePerson's 2022 Annual Meeting of Stockholders (the "Proxy Statement" and such meeting the "2022 Annual Meeting"). LivePerson, its directors and certain of its executive officers will be participants in the solicitation of proxies from stockholders in respect of the 2022 Annual Meeting. Information regarding the names of LivePerson's directors and executive officers and their respective interests in LivePerson by security holdings or otherwise is set forth in LivePerson's proxy statement for the 2021 Annual Meeting of Stockholders, filed with the SEC on April 26, 2021 (the "2021 Proxy Statement"). To the extent holdings of such participants in LivePerson's securities have changed since the amounts described in the 2021 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in LivePerson's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022. Details concerning the nominees of LivePerson's Board of Directors for election at the 2022 Annual Meeting will be included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS OF LIVEPERSON ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will also be able to obtain a copy of the definitive Proxy Statement and other documents filed by LivePerson free of charge from the SEC's website, www.sec.gov. LivePerson's stockholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to LivePerson, Corporate Secretary, LivePerson Inc., 530 7th Avenue, New York, New York 10018, or from the Company's website, https://www.liveperson.com.

4Q21 highlights and Stats

● 4Q21 revenue grew 21% YoY to \$123.8M

• FY21 adjusted EBITDA of \$29.1M, at 6.2% margin
• 4Q21 adjusted EBITDA loss of \$(4.4)M was \$15.1M better than the guidance midpoint as we shifted our strategic focus to more optimally balance profit generation with growth acceleration

Recently signed a high 8-figure healthcare deal to provide access to the testing data necessary to scale the nascent technology driving precision medicine

Automated messaging volume increased 44% YoY across a strong customer base, paving the way to drive profitable growth

● 4Q21 revenue retention was within our target range of 105%-115% for the 18th consecutive quarter ● TTM ARPU grew 31% YoY to \$610K

● FY21 7-figure deal count: 26, including 17 expansions ● 4Q21 7-figure deal count: 7, including 4 expansions

One of the three largest water companies in the U.K.

• Key offerings: Managed Services (Gainshare), IVR deflection, AI-powered messaging
• Use cases: deflecting phone calls to WhatsApp for Business and SMS, implementing chat bot automations on WhatsApp and SMS to contain intents related to moving, billing, and payment

An 8-figure deal to expand into AI-based healthcare

- Key offerings: AI-powered messaging on the Conversational Cloud, Professional Services

• Use cases: delivering a series of consumer diagnostic testing experiences, revolutionizing access to the data vital for scalably personalizing our healthcare

• -

One of the world's largest cryptocurrency exchanges

● Key offerings: Performance Optimizer, AI-powered messaging using Conversation Builder and Intent Manager

● Use cases: offering live support to accommodate increased usage driven by high trading volatility

A top e-commerce platform

● Key offerings: Professional Services, automation with Intent Manager, third-party bot integration, IVR deflection

● Use cases: enhancing the customer service experience through web messaging and other channels, streamlining operations from end-to-end

Notable Wins in 4Q21

Bridge to FY22 Guidance

• FY22 revenue range of \$544.8M to \$563.3M, or 16% to 20% YoY growth
• FY22 adjusted EBITDA range of \$(20)M loss to \$0M, or a margin of (3.7)% to 0%
• Adjusted EBITDA expected to improve sequentially, turning positive in 2H22

6

Curiously Human Experiences

Rob LoCascio Chief Executive Officer

March 1, 2022

Trusted by the world's most innovative brands

Our AI is fueled by powerful intent data

1 billion conversational interactions each month.

Over 34 billion API calls each month and our platform interacts with other systems, can ingest data from many sources.

Our AI is more accurate than competitors and can self-learn and self-heal.

Industry-specific solutions for healthcare, retail, teleco, financial services, and more.

LivePerson, Inc. Proprietary Information. © 2022 LivePerson, Inc. All Rights Reserved. 10

What customers see:

the digital fortress

conversion rate versus traditional digital experiences.

10X UP TO

50%

decrease in agent attrition rates.

Our Conversational AI solutions drive incredible outcomes, with a more frictionless experience for brands

Source: LivePerson Learn more about our customer successes →

Products

The Conver

Add-on products

Automations and AI

Sentiment

Consumer and channels

experience

Reporting and analytics

Agent and supervisor experience

Integrations and developer

experience

Administrative experience

Security and Compliance

Multi-language availability

Support

Customer success

AI Tuning and Advanced Analytics

Proactive Messaging

Products

The Conver

Add-on products

Automations and AI

Sentiment

Consumer and channels

experience

Reporting and analytics

Agent and supervisor experience

Integrations and developer

experience

Administrative experience

Security and Compliance

Multi-language availability

Support

Customer success

AI Tuning and Advanced Analytics

Proactive Messaging

Understand and act on customer intent

Identify intents to automate, improve conversation design, and personalize consumer journeys.

Our intent engine runs on our proprietary NLU, which is built on over a billion brand-to-consumer conversations and outperforms competitors according to accuracy and F-score.

Easily build and
customize
AI-powered
conversations
Build automated conversation flows to fulfill intents in hours versus months.
Define intent-based policies and routing.
LivePerson, Inc. Proprietary Information. © 2022 LivePerson, Inc. All Rights Reserved.

Easily build and customize AI-powered conversations

Manage conversations

Agents can hold multiple conversations and monitor bot interactions. Whether from the office, at home, or on-the-go, our cloud-based workspace makes it easy to manage everything conversational from desktop or mobile.

Benchmark and fine-tune conversational operations

Measure operational KPIs with AI-driven insights, and benchmark against industry groups.

Easily read from and write to your existing systems of record

The Conversational Cloud is open, and integrates with backend systems through our integration hub.