Liveperson Inc. — Proxy Solicitation & Information Statement 2024

Nov 19, 2024

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

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

• ☐ Preliminary Proxy Statement
• ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
• ☐ Definitive Proxy Statement
• ☒ Definitive Additional Materials
• ☐ Soliciting Material Under Rule 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):

• ☒ No fee required.
• ☐ Fee paid previously with preliminary materials.
• ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

SUPPLEMENT TO PROXY STATEMENT OF LIVEPERSON, INC.

www.liveperson.com

ANNUAL MEETING OF STOCKHOLDERS to Reconvene on November 25, 2024 11:00 a.m. Eastern Time

GENERAL INFORMATION

On November 4, 2024, the Annual Meeting (as defined below) was convened and was adjourned without any business being conducted, due to lack of the required quorum. The reconvened Annual Meeting will be held virtually on November 25, 2024 at 11:00 a.m. Eastern Time.

On October 24, 2024, LivePerson, Inc. (the "Company") filed a definitive proxy statement (the "proxy statement") with the Securities and Exchange Commission (the "SEC") relating to its 2024 Annual Meeting of Stockholders (the "Annual Meeting") and began mailing the proxy statement and related proxy card to stockholders. On October 31, 2024, the Company filed a supplement to the proxy statement (the "first supplement") to revise and update certain information as a result of the withdrawal by Ikon LP, a limited partnership of which Robert LoCascio is the sole owner (collectively with the other participants in its solicitation, "Ikon"), of its nominees for the Company's Board of Directors (the "Board"). As a result of such withdrawal, Ikon will not solicit stockholders in support of its nominees as it had previously indicated in its preliminary proxy materials filed with the SEC on August 20, 2024. The purpose of this second supplement to the proxy statement (this "supplement") is to further supplement the proxy statement to provide additional information with respect to voting in connection with the Annual Meeting.

This supplement should be read in conjunction with the proxy statement and the first supplement. All defined terms used but not defined in this supplement have the meanings ascribed to them in the proxy statement. Except as amended or supplemented by this supplement, all information set forth in the proxy statement and the first supplement remains materially unchanged and should be considered before casting your vote by proxy or in person at the Annual Meeting. To the extent that information in this supplement differs from information contained in the proxy statement and the first supplement, the information in this supplement shall supersede the information in the proxy statement and the first supplement.

Following the adjournment of the Annual Meeting, the Company began mailing the attached GOLD proxy card to stockholders. If you have not already voted, please do so now so that the adjourned meeting can be held, reducing additional solicitation costs for the Company.

Additionally, in connection with the Board's ongoing refreshment initiatives and consistent with the Vector Agreement, the Board has selected Bruce Hansen to serve as the Chair of the Board.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Annual Meeting, we encourage you to vote TODAY so that your voice is heard by voting by Internet or by signing, dating and returning the GOLD proxy card or GOLD voting instruction form. Voting your shares prior to the Annual Meeting will not affect your right to attend or vote at the Annual Meeting, but will ensure that your vote is counted if you are unable to attend. If you have already voted for the Company's nominees, Karin-Joyce (K.J.) Tjon and Dan Fletcher, there is no need to vote again. Your previous vote will count. Any votes cast for the withdrawn nominees using a prior proxy card will be disregarded and not be counted. Only your latest dated proxy card will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting. All stockholders are encouraged to review this supplement along with the proxy statement and the first supplement for more complete information with respect to the Annual Meeting.

PLEASE RETURN THE ENCLOSED GOLD PROXY CARD TODAY

The Board unanimously recommends that you vote on the enclosed GOLD proxy card:

"FOR" each of the Company's nominees—Karin-Joyce (K.J.) Tjon and Dan Fletcher—to be elected as Class III directors;

"FOR" the ratification of the appointment of BDO USA, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

"FOR" the approval, on an advisory basis, of the compensation of the Company's named executive officers;

• "FOR" the ratification of the Company's Tax Benefits Preservation Plan so that it may remain in effect through January 21, 2027 unless earlier terminated by the Company's Board of Directors;
• "FOR" the approval of an amendment and restatement of the 2019 Stock Incentive Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto;
• "FOR" the approval of an amendment and restatement of the 2019 Employee Stock Plan, including to increase the number of shares available for issuance thereunder and to make certain other changes thereto; and

"FOR" the approval of an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers as permitted by Delaware law.

If you have any questions or need assistance with voting your shares, please contact MacKenzie Partners, Inc., our proxy solicitor assisting us in connection with the Annual Meeting.

MacKenzie Partners, Inc. 1407 Broadway, 27th Floor New York, New York 10018 Call Toll-Free: (800) 322-2885 Email: proxy@mackenziepartners.com THIS IS THE GOLD PROXY CARD

VOTE BY INTERNET
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WOTE BY WARE
have provided or return it to the First Coast Results, Inc., 200 Business Park Circle,
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SHAREHOLDER MEETING REGISTRATION:
https://t.com/nisipalintiser.com/shorize/sellerse variables/news.com/s.com/s
Extern Standard Time on Nower zip, 2024 by sisting www.prospota

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

					VS9376-P19347 KEEP THIS FORTION FOR YOUR RECORD?
					DETACH AND RETURN THIS PORTION ONLY THIS GOLD PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
LIVEPERSON, INC.
	THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE "FOR" EACH OF THE COMPANY'S DIRECTOR NOMINEES AND "FOR" PROPOSALS 2, 3, 4, 5, 6 AND 7.
Vote "FOR" only up to TWO nominent in total. You may vote "FOR" hewer than bwo norminees and your vote will only be counted for that norrinee. If you vote " FOR" more than two nomineer, your votes on Proporal II woll be considered invalid and will not be counted.					COMPANY PROPOSALS:	For Against Abstain
1. 1.	Election of two Class III directors to serve until the 2027 Annual Meeting of Stockholders and until such director's successor shall have been duly elected and qualified.				2. Ratification of the appointment of BDD USA, P.C. as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.
	COMPANY NOMINEES:	For	Withhold 3		Advisory approval of the compensation of the Company's named inscutsus officers.
	Ta. COMBANY RECOMMENDED NOMNEE: Karin-Joyce [K.] ]Tjorn			पा	Approval of the Company's Tax Benefits Preservation Plan so that it may remain in effect through January 21, 2027 unless warlier terminated by the Company's Board of Directors.
	Tb. COMPANY RECOMMENDED NOWINEE: Dan Firtchart				5. Approval of an amendment and restationent of the 2019 5tock Incentive Plan, including to increase the number of shares available for issuance and to make certain other changes.
	IKON NOMINEES OPPOSED BY THE COMPANY:				6 Approval of an amendment and restatement of the 2019 Employee Stock Purchase Plan, including to increase the number of shares available for missance and to make certain other changes.
Ic. ld.	NOMINEE WITHDRAWN NOMINEE WITHDRAWN				7. Approval of an amendment to the Company's Pourth Amended and Restated Certificate of Incorporation to provide for exculpation
					of certain officers in permitted by Delaware law.
	the extent permitted by Rule 14a-4jc) of the Exchange Act.				Nede: in the dicentics, fra proses as used of the nature as may preparty cone before the Arrual Meeting or any adjournment or polipanners to
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	[X] Stature [PLEASE SIGN MITHIN BOX] Date				Signature (Joint Owners) Data

THIS IS THE GOLD PROXY CARD

RECONVENED ANNUAL MEETING OF STOCKHOLDERS OF

LIVEPERSON, INC.

NOVEMBER 25, 2024

GO GREEN

e-Consent makes it easy to go pageriess. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to online access.

Important Notice of Internet Availability of Proxy Materials:

The Notice of Annual Meeting, Proxy Statement and Gold proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2023, are available at www.proxyvote.com.