LivePerson, Inc.  a global leader in Conversational AI, announced that it has entered into an agreement (the “Agreement”) with Starboard Value LP and certain of its affiliates (together, “Starboard”).

As part of the Agreement, the LivePerson Board of Directors (the “Board”) will appoint new independent directors pursuant to a cooperative selection process, with one nominee to be identified by Starboard and the other to be identified by LivePerson.

In addition, current director Peter Block will retire from the Board at the time of the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) and pursuant to the Agreement, the vacancy created by Block’s departure is expected to be filled by an additional independent director pursuant to a cooperative selection process under the Agreement, after which the Board will be composed of nine members, eight of whom are independent and more than 50% of whom have joined the Board in the past six years.

Current director Jill Layfield has been appointed to the newly created role of Lead Independent Director. Layfield has been a strong voice on the Board and is an experienced operational leader with deep expertise in consumer-facing online, offline and social commerce, digital marketing and digital product. She is known for making high-quality customer care a key strategic differentiator and has a strong track record of using technology to transform customer experience.

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“For more than 25 years, we have maintained our industry leadership in a constantly evolving market through purposeful innovation,” said Rob LoCascio, Founder, Chairman and CEO of LivePerson. “As our company continues to evolve, adding new Board members whose skill sets complement those of our current Board aligns with our ethos of continually evolving the business to deliver value to our shareholders, clients and employees.”

LoCascio continued “We are pleased to have reached this constructive outcome with Starboard, which we believe is in the best interests of our shareholders. We look forward to welcoming new directors to our Board to support our long term strategy, continued market leadership and execution on our plans to deliver profitable growth and enhanced value for all shareholders.”

LoCascio concluded, “On behalf of the Board, management and employees, I’d like to express our deep gratitude to Peter Block for his dedication and profound contributions to our Company. As a renowned expert in organizational development, Peter has worked with prominent organizations around the world, and we have been very fortunate to leverage and benefit from his vast expertise in building our inclusive culture, core values and highly engaged workforce. I know that we’ll continue to build on and benefit from Peter’s wisdom and insights in the future.”

Peter Feld, Managing Member of Starboard, added, “We invested in LivePerson because we believe it has market leading products that are well positioned to succeed as customer support organizations continue to evolve. We see significant opportunity for value creation, enhanced growth and margin expansion.”

Feld continued, “We appreciate the Board working with us to reach this agreement and we look forward to working cooperatively to identify and appoint new directors to the Board.”

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Jill Layfield, the newly appointed Lead Independent Director said, “I look forward to continuing to work closely with my fellow directors, and welcoming the incoming new directors, as the Board actively engages with shareholders and oversees LivePerson’s strategy and its implementation.”

Starboard has agreed to withdraw its director nominations previously submitted to the Company and vote all of its shares in favor of LivePerson’s nominees at the Annual Meeting and has entered into other customary standstill and voting commitments. The full Agreement will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K.

The Board will present its recommendations regarding director nominees for election at the Annual Meeting in the Company’s definitive proxy statement and other relevant documents to be filed with the SEC. The date of the Annual Meeting is expected to be August 4, 2022.

Additional information on LivePerson’s Board of Directors, including videos of each of the directors highlighting their qualifications and Board roles and responsibilities, is available at ir.liveperson.com/corporate-governance/board-of-directors.