lpsn-20230908

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 §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 all boxes that apply):


☒			No fee required.
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

September 8, 2023

Dear LivePerson Stockholders:

On behalf of the Board of Directors of LivePerson, Inc., I cordially invite you to attend our 2023 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”), which is scheduled to be held via live audio webcast on October 5, 2023 at 10:00 a.m. Eastern Time. More details on the Annual Meeting can be found in the enclosed Notice for Annual Meeting and Proxy Statement.

We have a number of important proposals for your consideration at the Annual Meeting, including:

•Item 1: to elect two Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

•Item 2: to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

•Item 3: to approve, on an advisory basis, the compensation of the Company’s named executive officers;

•Item 4: to determine, on an advisory basis, the frequency of future advisory votes to approve the Company’s executive compensation;

•Item 5: to approve an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder;

•Item 6: to approve an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder; and

•to act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

When determining the Board’s recommendations on the director nominees and other matters before the Annual Meeting, the Board has carefully considered the best interests of all our stockholders.

The Board of Directors recommends a vote on the enclosed proxy card “FOR BOTH” of the Board’s director nominees to be elected at the Annual Meeting pursuant to the proposal listed as Item 1, and a vote “FOR” each of the proposals listed as Items 2, 3, 5 and 6, and a vote “1 YEAR” for the proposal listed as Item 4.

We look forward to seeing you at the virtual Annual Meeting.

Sincerely,


By:			/s/ Jill Layfield
Name:			Jill Layfield
Title:			Chair of the Board

LivePerson, Inc.

www.liveperson.com

___________________________________________________

Notice of Annual Meeting of Stockholders

___________________________________________________

October 5, 2023

10:00 a.m. Eastern Time

NOTICE IS HEREBY GIVEN that the 2023 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of LivePerson, Inc., a Delaware corporation (the “Company”), is scheduled to be held on October 5, 2023 at 10:00 a.m. Eastern Time. The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2023. The Annual Meeting will be held for the following purposes, as more fully described in the Proxy Statement accompanying this Notice:

(1)Election of two Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

(2)Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

(3)Advisory approval of the compensation of the Company’s named executive officers;

(4)The determination, on an advisory basis, of the frequency of future advisory votes to approve the Company’s executive compensation;

(5)Approval of an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder;

(6)Approval of an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder; and

(7)Transaction of such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Only stockholders of record at the close of business on August 11, 2023 (the “record date”) are entitled to notice of and to vote at the Annual Meeting. Such stockholders are urged to promptly submit the enclosed proxy card, even if their shares were sold after the record date.

We have adopted a virtual format with a live audio webcast for our Annual Meeting to provide a consistent experience for all stockholders. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR BOTH” OF THE BOARD’S NOMINEES TO BE ELECTED AND “FOR” PROPOSAL NOS. 2, 3, 5 AND 6 AND “1 YEAR” FOR PROPOSAL NO. 4 USING THE ENCLOSED PROXY CARD.

By Order of the Board of Directors


By:			/s/ Jill Layfield
Name:			Jill Layfield
Title:			Chair of the Board

September 8, 2023

This Notice of Annual Meeting and the enclosed Proxy Statement and proxy card are first being mailed on or about September 8, 2023 to stockholders entitled to notice of and to vote at the Annual Meeting.


Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders Scheduled to Be Held on October 5, 2023
This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement and the Company’s Annual Report for the fiscal year ended December 31, 2022 are available free of charge at www.proxyvote.com.

LIVEPERSON, INC.

____________________

PROXY STATEMENT

_____________________


At a Glance			1
Proxy Summary			5
Questions and Answers			9
Proposal No. 1 – Election of Directors			15
Our Board of Directors and Corporate Governance			16
Director Compensation			29
Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			31
Audit Committee Report			33
Proposal No. 3 Advisory Approval of the Compensation of Our Named Executive Officers			35
Executive Compensation			37
Ownership of Securities			74
Proposal No. 4 Advisory Vote on Frequency of Future Advisory Votes t o Approve Executive Compensation			77
Proposal No. 5 Amendment to the 2019 Stock Incentive Plan			78
Proposal No. 6 Amendment to the 2019 Employee Stock Purchase Plan			91
Certain Relationships and Related Transactions			96
Other Information			98
Appendix A: Amendment to the LivePerson, Inc. 2019 Stock Incentive Plan			103
Appendix B: Amendment to the LivePerson, Inc. 2019 Employee Stock Purchase Plan			104

In this Proxy Statement, the terms “LivePerson,” “the Company,” “we,” “us,” and “our” refer to LivePerson, Inc., a Delaware corporation, and its subsidiaries unless the context otherwise requires; the “Board” refers to the Company’s Board of Directors; the “Annual Meeting” refers to the Company’s 2023 Annual Meeting of Stockholders, including any adjournments or postponements thereof; and all references to “present” or “presence” refer to virtual presence at the Annual Meeting.

AT A GLANCE

LivePerson is the global leader in enterprise conversations. Hundreds of the world’s leading brands — including HSBC, Chipotle, and Virgin Media — use our award-winning Conversational Cloud platform to connect with millions of consumers. We power nearly a billion conversational interactions every month, providing a uniquely rich data set and safety tools to unlock the power of Conversational AI for better business outcomes.

Awards and Recognitions

The world’s foremost awards and recognition programs for customer care, sales, marketing, and technology have acclaimed LivePerson’s AI and its ability to produce better outcomes. The company is also regularly recognized for its management and outstanding work environment.


Fast Company	2022	#1 Most Innovative AI Company in the World
		#22 Overall Most Innovative Company
CX Awards	2023	Best Use of AI
VentureBeat	2022	AI Innovation Award
Business Intelligence Group	2022	Sales and Marketing Product of the Year
Built In	2023	Best Places to Work
	and
	2022
Stevie	2023	Gold Stevie Award for Technology Partner of the Year
	2022	Gold Stevie Award for Best Contact Center Solution
Inc.	2022	Power Partner Awards for best B2B companies
Quadrant	2022	Spark Matrix: Digital-First Customer Service Solutions Leader
Newsweek	2021	Top 100 Most Loved Workplaces
Inc.	2021	Best-Led Companies List
Digiday	2021	Best Technology for eCommerce Site


PROXY STATEMENT			1

Corporate Responsibility

We believe that operating our company in an environmentally and socially responsible manner will help drive the long-term growth of our business. Our social and environmental initiatives are an integral part of how we operate and are intended to foster a culture where our employees are proud of where they work.


			Responsible AI
			•We are committed to trustworthy AI, recognizing the rapid growth of AI capabilities and its susceptibility to incorporating the personal and unconscious biases of its creators. We have established a cross-functional committee with representatives from engineering and technology, law, diversity, equity & inclusion, and other key internal stakeholder groups. This committee has a charter to review, create, and evolve our company’s responsible AI principles and practices to help our products evolve in an ethical and unbiased manner.
			•We were a founding member of EqualAI. This nonprofit organization brings together leaders across business, technology, and academia to shine a light on this important issue and create a new set of best practices for organizations leveraging AI to ensure equal representation. More information is available at www.EqualAI.org.
			•Our digital experiences are built on responsible AI principles. We strive to deliver inclusive and authentically empathetic AI at scale, enabling brands to build meaningful and personalized connections with their customers.


			•LivePerson has been able to substantially reduce its need for office space as well as employee commutes and their associated carbon footprints, through its adoption of an "employee-centric" workforce model.
			•We offer the option to all our employees to choose to work in an office setting when preferred through our partnership with WeWork. We chose WeWork as our main partner due in part to its commitment to become operationally carbon neutral, prioritization of renewable energy sources, and focus on sustainable resource use. According to the Carbon Fund, WeWork office spaces are, on average, 2.5x more efficient than typical office spaces. Our other workspaces have high-energy efficiency appliances as well as full recycling programs, water bottle refill stations and compositing initiatives.
			•We regularly update our Sustainability webpage with up-to-date information on LivePerson’s sustainability efforts and our Sustainability Accounting Standards Board (SASB) disclosures (https://www.liveperson.com/sustainability/).
			•LivePerson is responsive to various ESG platforms, including ISS ESG Corporate Ratings, EcoVadis, and the Carbon Disclosure Project.
			•We maintain a computer equipment recycling program, ensuring the proper and environmentally friendly disposal of potential electronic waste.
			•In making procurement decisions and partnering with third-party data centers, we have prioritized the selection of third-party service providers that demonstrate good stewardship of the environment and lead in data center sustainability by taking steps to minimize our carbon footprint and reduce our energy consumption. Our primary data center operation partners are leaders in data center sustainability who are committed to either operating on carbon-free energy or being climate-neutral by 2030, investing in resource conservation strategies and innovation, scaling renewable energy purchasing, and actively managing their value chain emissions.


Among the many leading practices, our primary third-party data centers:
			•use adaptive control systems that reduce power consumption and increase cooling capacity through active airflow management;
			•adhere to ASHRAE thermal guidelines to reduce power for cooling;
			•implement cold/hot aisle containment that lowers energy consumption and enables more efficient cooling by using physical barriers to reduce the mixing of cold air in data center supply aisles with the hot air in exhaust aisles; and
			•maintain energy efficient lighting systems.

Diversity, Equity, Inclusion, and Accessibility

Our Approach: LivePerson is committed to driving positive change in our industry and society, starting with creating an inclusive and welcoming workplace for all our employees. Our inclusivity strategy revolves around three foundational pillars: People, Product, and Stakeholder Community. Our key initiatives include: building shared understanding through ongoing dialogue, empowering our employee-led resource groups and Diversity, Equity, Inclusivity & Accessibility Council, inclusive hiring processes, and a focus on equity, inclusivity and accessibility in our company’s benefits and policies, as well as our products.

Promoting Inclusion & Equity: We conduct equity and fairness-centered reviews of our policies and processes to enhance and promote equitable employee experiences, including our interview frameworks, the hiring process, rewards philosophy, performance management systems, and family leave policies. We have established a global, consistent hiring process and training to enhance equal opportunity for all qualified applicants and reduce recruitment bias. Additionally, we have processes and training to help minimize discrimination in professional development and promotional processes.

Empowering Employee Resource Groups: From creating networking opportunities to supporting professional development to enhancing employee engagement and morale and providing feedback on our programs, policies, and initiatives, our employee-led ERGs benefit the entire organization.

DEI&A Council: We recognize that creating an inclusive workplace and culture requires intentional efforts and active engagement from all levels of our organization. Our employee-led DEI&A Council plays a pivotal role in setting strategies, providing guidance, and implementing programs and policies that promote diversity, equity, inclusivity and accessibility.

Community Engagement

FeedingNYC, an annual program of The Dream Big Foundation, a 501(c)(3) organization, was founded shortly after September 11, 2001 by LivePerson founder, Robert LoCascio in order to provide Thanksgiving meals to New York families in need. FeedingNYC began with a dozen volunteers from LivePerson who assembled a Thanksgiving meal-in-a-box (a frozen turkey and all of the fixings) and delivered those meals to 40 families living in shelters in New York City. LivePerson has continued to support FeedingNYC over the past 20+ years, with LivePerson employees and numerous third parties volunteering their time and making financial contributions. FeedingNYC has hand-delivered more than 100,000 Thanksgiving meals to families in need.

In 2022, our employees volunteered their time and skills to support AID For Ukraine, a charitable effort to connect refugees from Ukraine with available support resources and charity organizations. Employees from collaborated to design a multilingual chatbot using LivePerson’s Conversational AI technology. The chatbot helps eliminate language barriers and can be accessed from any device by scanning a QR code. By using the chatbot, refugees can find an learn about support resources available to them—in their own language—ranging from transportation, education, and medical support.


PROXY STATEMENT			3

Leadership Transition

In July 2023, the Company announced that the employment agreement of Robert LoCascio would not be renewed upon the conclusion of its current term on December 31, 2023, and in August 2023, the Company announced that Mr. LoCascio had stepped down as CEO and from the Board and has assumed the role of Special Advisor to serve through the conclusion of the term of his employment agreement.

The Board appointed Jill Layfield, formerly the Lead Independent Director of the Board, as Chair of the Board, effective July 10, 2023.

Mr. John D. Collins, the Company’s Chief Financial Officer (“CFO”), was appointed as the Company's Interim CEO effective August 7, 2023 and continues to serve as the Company’s CFO.

PROXY SUMMARY

This section highlights information contained in other parts of this Proxy Statement. We encourage you to review the entire Proxy Statement for more detail on these items, as well as our Annual Report to Stockholders for the fiscal year ended December 31, 2022 (the “2022 Fiscal Year”).


DATE AND TIME:			October 5, 2023 at 10:00 a.m. Eastern Time
PLACE:			The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2023. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form.

RECORD DATE:			Only stockholders of record at the close of business on August 11, 2023 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon at the Annual Meeting is presented in this Proxy Statement.

PROXY VOTING:			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, by telephone or by dating, signing and returning the enclosed proxy card. 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. See “Questions and Answers” beginning on page 9 of this Proxy Statement for more information on how to vote.


PROXY STATEMENT			5

Matters to Be Voted On


Proposal Number	Description	Board Recommendation
1	Election of Directors	FOR BOTH of the Board’s Nominees
	To elect two Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified.
2	Ratify Appointment of Independent Registered Public Accounting Firm	FOR
	To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
3	Advisory Vote on the Compensation of our Named Executive Officers	FOR
	To approve, on an advisory basis, the compensation of the Company’s named executive officers.
4	Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers	1 YEAR
	To determine, on an advisory basis, the frequency of future advisory votes to approve the Company’s executive compensation.
5	Amendment to the 2019 Stock Incentive Plan	FOR
	To approve an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder.
6	Amendment to the 2019 Employee Stock Purchase Plan	FOR
	To approve an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder.

We will also transact any other business that may properly come before the Annual Meeting.

Board Snapshot

The following table provides summary information about each director nominee and continuing directors. Fred Mossler, a current Class II director, is not standing for re-election at the Annual Meeting and therefore is not included in the table below.

Name

Age

Director Since

Independent

Class

Current Term Expires

NCGC

Director Nominees*

Jill Layfield «

2016(1)

Yes

2023

James Miller

2023

Yes

2023

Continuing Directors

Bruce Hansen

2022

Yes

2025

Vanessa Pegueros

2022

Yes

2025

William G. Wesemann

2004

Yes

2025

Kevin C. Lavan ♦

2000

Yes

III

2024

Yael Zheng

2022

Yes

III

2024

(1)On February 8, 2023, in order to rebalance the classes of the Board following the appointments of Ms. Vanessa Pegueros, Mr. Bruce Hansen, and Ms. Yael Zheng, Ms. Jill Layfield resigned from the Board and was immediately re-appointed as Class II director with a term expiring at the Annual Meeting.


★	Chair of the Board	AC	Audit Committee
♦	Financial Expert	CC	Compensation Committee
C	Chairperson of Committee	OC	Operating Committee
M	Member of the Committee	NCGC	Nominating and Corporate Governance Committee

*If elected, term will expire in 2026


PROXY STATEMENT			7

Governance Policies and Practices Snapshot

In addition to a highly qualified, independent Board, we are committed to maintaining a corporate governance structure that provides strong oversight across the Company and promotes long-term stockholder value creation. Some key highlights of our Board and governance practices are set forth below:


Topic		Practice

Director Refreshment	ü	Rigorous director selection and evaluation process focused on the skills and experience relevant to the Company’s future, factoring in diversity of gender, ethnicity, tenure, skills and experience

Director Independence	ü	All current directors are independent
	ü	Audit, Compensation, Operating, and Nominating and Corporate Governance Committees are composed entirely of independent directors

Executive Sessions	ü	Independent directors meet regularly without management

Stockholder Rights	ü	Only one class of capital stock, which is entitled to one vote per share, is issued and outstanding

ESG	ü	Board-level oversight through the Nominating and Corporate Governance Committee

Executive and Non-Employee Director Stock Ownership	ü	Adopted robust stock ownership guidelines for all executive officers and non-employee directors, including prohibition on new pledging of stock

Director Compensation	ü	Thorough benchmarking of director compensation against peers

Board Self-Evaluations	ü	Board and each committee must conduct an annual self-evaluation

Stockholder Engagement	ü	Active and ongoing stockholder engagement program

Risk Oversight	ü	Regular review of the Company’s risk profile, including risks associated with cybersecurity, human capital management, climate change and sustainability
	ü	Enterprise risk management
	ü	Annual risk assessment of the Company's compensation programs and policies

Questions and Answers

QUESTIONS AND ANSWERS

Why am I receiving these materials?

This Proxy Statement, the enclosed proxy card, and the Company’s Annual Report to Stockholders are being furnished to stockholders in connection with the solicitation of proxies on behalf of the Board for the Annual Meeting.

What is included in these materials?

These materials include this Proxy Statement for the Annual Meeting, the enclosed proxy card, and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the 2022 Fiscal Year. We are first mailing these materials to stockholders entitled to notice of and to vote at the Annual Meeting on or about September 8, 2023.

What is the purpose of the Annual Meeting?

For stockholders to vote on the following proposals:

1.to elect two Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified;

2.to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.to approve, on an advisory basis, the compensation of the Company’s named executive officers;

4.to determine, on an advisory basis, the frequency of future advisory votes to approve the Company’s executive compensation;

5.to approve an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder; and

6.to approve an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder.

We will also transact any other business that may properly come before the Annual Meeting.

How does the Board recommend I vote on these proposals?

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

•“FOR BOTH” of the Board’s nominees—Jill Layfield and James Miller—to be elected as Class II directors;

•“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

•“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers;

•“1 YEAR” for the frequency of future advisory votes to approve the Company’s executive compensation;

•“FOR” the approval of an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder; and

•“FOR” the approval of an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of the Company’s common stock, par value $0.001 per share, at the close of business on August 11, 2023, the record date fixed for the Annual Meeting (the “record date”), are entitled to notice of and to vote at the Annual Meeting. On the record date, there were 78,010,303 shares of the Company’s common stock


PROXY STATEMENT			9

Questions and Answers

outstanding. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on the record date. Stockholders may not cumulate votes in the election of directors.

Why should I participate in voting the shares I own?

YOUR VOTE IS VERY IMPORTANT. Voting your shares is important to ensure that you have a say in the governance of the Company. Please review this Proxy Statement and follow the instructions on the enclosed proxy card to vote your shares. We hope you will exercise your rights and fully participate as a stockholder in our future.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and these materials have been sent directly to you by us. As a stockholder of record, you are entitled to vote your shares in person at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered a “street name” stockholder. These materials were forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. If your shares are held in “street name,” you will receive voting instructions from your broker, bank or other nominee, as described below.

How can I vote my shares if I am a stockholder of record?

Except as provided below with respect to stockholders who hold shares through a member of the Tel Aviv Stock Exchange (“TASE”) and intend to vote their shares, there are four ways a stockholder of record can vote:

•By Internet: You may vote over the Internet at www.virtualshareholdermeeting.com/LPSN2023 by following the instructions on the enclosed proxy card.

•By Mail: You may sign, date and return the enclosed proxy card in the postage-paid envelope provided.

•By Telephone: You may vote by telephone by following the instructions provided on the enclosed proxy card.

•At the Annual Meeting: You may vote your shares electronically at the Annual Meeting. Please follow the instructions for attending the Annual Meeting and voting during the meeting posted at www.virtualshareholdermeeting.com/LPSN2023. All votes must be received before the polls close during the Annual Meeting.

Stockholders who hold shares through a member of the TASE and intend to vote their shares must deliver to the Company’s Israeli counsel, Arnon, Tadmor-Levy, c/o Luna Suleiman, 1 Azrieli Center, Tel Aviv, Israel, 6702101 (email: LunaS@ArnonTL.com) an ownership certificate confirming their ownership of the Company’s common stock on the record date. Such certificate must be issued by a member of the TASE, as required by the Israeli Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting) 2000, as amended. Each such stockholder is entitled to receive the ownership certificate at the branch of the TASE member or by mail to such stockholder’s address (in consideration of mailing fees only), if the stockholder so requests. Such a request should be made promptly upon receipt of this Proxy Statement and should be made for a particular securities account. Stockholders who wish to vote are obliged to complete, sign, date and return the proxy card in accordance with the instructions indicated thereon along with their ownership certificate to the address of Company’s Israeli counsel indicated above no later than 5:00 p.m. (Israel time) on October 3, 2023. The form of proxy card for stockholders who hold shares through a member of the TASE is available on the websites: https://www.magna.isa.gov.il and https://maya.tase.co.il.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting, we recommend that you also use the enclosed proxy card to vote by telephone, by Internet or by signing, dating and returning the proxy card in the postage-paid envelope provided so that your vote will be counted if you are unable to attend the Annual Meeting.

How can I vote my shares if I am a street name stockholder?

Questions and Answers

If your shares are held in “street name” (that is, held for your account by a broker, bank or other nominee), you will receive voting instructions from your broker, bank or other nominee. You must follow these instructions in order for your shares to be voted. Street name stockholders should generally be able to vote by telephone, by Internet or by signing, dating and returning a voting instruction form. Your broker is required to vote those shares in accordance with your instructions. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares by ballot at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

If I submit a proxy card, how will it be voted?

If the enclosed proxy card is properly signed, dated and returned, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If you are a stockholder of record of shares of our common stock and if you indicate when voting through the Internet that you wish to vote as recommended by our Board, or if you sign and return a proxy card without giving specific voting instructions, then John D. Collins and Monica L. Greenberg, the proxy holders designated by our Board, who are officers of our Company, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Specifically, if you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted:

•“FOR BOTH” of the Board’s nominees—Jill Layfield and James Miller—to be elected as Class II directors;

•“FOR” the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

•“FOR” the approval, on an advisory basis, of the compensation of the Company’s named executive officers;

•“1 YEAR” for the frequency of future advisory votes to approve the Company’s executive compensation;

•“FOR” the approval of an amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder; and

•“FOR” the approval of an amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder.

The Board is not aware of any matters that are expected to come before the Annual Meeting other than those described in this Proxy Statement.

Can I change my vote or revoke my proxy?

Stockholders of Record

If you are a stockholder of record, except as provided below with respect to stockholders who hold shares through a member of the TASE, you can change your vote or revoke your proxy before it is exercised at the Annual Meeting by:

•entering a new vote by Internet or by telephone on a later date;

•completing and returning a later-dated proxy card;

•sending a written notice of revocation to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary; or

•attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

TASE Stockholders


PROXY STATEMENT			11

Questions and Answers

If you are a stockholder who holds shares through a member of the TASE and wish to revoke or change your proxy card, you must file a notice of revocation or another signed proxy card with the Company’s Israeli counsel no later than 5:00 p.m. (Israel time) on October 3, 2023.

Street Name Stockholders

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

What should I do if I receive more than one proxy card or set of proxy materials from the Company?

Your shares may be owned through more than one brokerage or other share ownership account. In order to vote all of the shares that you own, you must vote each proxy card you receive in order to vote with respect to each account by telephone, by Internet, or by signing, dating and returning each proxy card you receive in the postage-paid envelope provided.

Can I attend the Annual Meeting?

We have adopted a virtual format with a live audio webcast for our Annual Meeting to provide a consistent experience for all stockholders. The Annual Meeting will be held via a live audio webcast at www.virtualshareholdermeeting.com/LPSN2023. You are entitled to attend the Annual Meeting only if you were a stockholder as of the close of business on the record date or hold a valid proxy for such a stockholder for the Annual Meeting. To participate in the Annual Meeting, stockholders will be required to enter the control number found on their proxy card or voting instruction form. If you encounter any technical difficulties accessing the virtual Annual Meeting, please call the technical support number in the reminder email sent the day before the meeting.

What constitutes a quorum at the Annual Meeting?

The presence, virtually or by proxy, of the holders of 50% of the stock outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum in connection with the transaction of business at the Annual Meeting. Without a quorum, no business may be transacted at the Annual Meeting. All votes will be tabulated by the independent inspector of election appointed for the Annual Meeting, who will separately tabulate “for” and “against” votes, abstentions, withhold votes and broker non-votes (i.e., proxies from brokers, bankers or other nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares as to a matter with respect to which the broker, bank or other nominee does not have discretionary power to vote). Abstentions, withhold votes and broker non-votes are counted as “present” for quorum purposes.

What is the voting requirement to approve each of the proposals?

So long as there is a quorum, the voting requirements for the proposals to be presented at the Annual Meeting and the effects of abstentions, withhold votes and broker non-votes is as follows:

Questions and Answers


Proposal	Vote Required	Effect of Abstentions, Withhold Votes and Broker Non-Votes
Election of directors	Plurality of votes cast, meaning that the two nominees who receive the most “for” votes will be elected to the Board	Withhold votes have no effect on the outcome of the election of directors. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Ratification of the appointment of the independent registered public accounting firm	Majority of the stock having voting power present in person or represented by proxy	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is permitted with respect to this proposal
Advisory approval of the compensation of the Company’s named executive officers	Majority of the stock having voting power present in person or represented by proxy	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Advisory vote on frequency of future advisory votes to approve executive compensation	The frequency (every one, two or three years) receiving the most votes will be considered the frequency recommended by stockholders	An abstention has no effect on the outcome of this proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Amendment to the 2019 Stock Incentive Plan to increase the number of shares available for issuance thereunder	Majority of the stock having voting power present in person or represented by proxy	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal
Amendment to the 2019 Employee Stock Purchase Plan to increase the number of shares available for issuance thereunder	Majority of the stock having voting power present in person or represented by proxy	An abstention has the same effect as a vote against the proposal. Broker discretionary voting is not permitted, and broker non-votes have no effect on the outcome of this proposal

Will my shares be voted if I do nothing?

Stockholders of Record

If you are a stockholder of record (i.e., you own your shares directly on the books of our transfer agent and not through a broker) and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the Annual Meeting.

TASE Stockholders

If you are a stockholder who holds stock through a member of the TASE and intend to vote your shares, you are obliged to return a complete signed and dated proxy card along with a certificate of ownership to the offices of Israeli counsel to the Company, Arnon, Tadmor-Levy, c/o Luna Suleiman, 1 Azrieli Center, Tel Aviv, Israel, 6702101 (email: LunaS@ArnonTL.com), no later than 5:00 p.m. (Israel time) on October 3, 2023.

Street Name Stockholders

If you are a street name stockholder (i.e., your shares are registered in the name of a bank, broker or other nominee), the New York Stock Exchange rules applicable to brokers determine whether your bank, broker or other nominee may vote your shares in its discretion even if it does not receive voting instructions from you.

Your bank, broker or other nominee is not entitled to vote your shares on “non-routine” items absent voting instructions from you, but may, in its discretion, either leave your shares unvoted or vote your shares on “routine” matters. The proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 2) is the only “routine” matter proposed to be presented at the Annual Meeting. Accordingly, your bank, broker or other nominee will be able to exercise


PROXY STATEMENT			13

Questions and Answers

discretionary authority on Proposal No. 2 if it does not receive voting instructions from you, and broker non-votes will occur as to each of the other proposals presented at the Annual Meeting, which are considered “non-routine” matters. Such broker non-votes will not affect the outcome of Proposal Nos. 1, 3, 4, 5 and 6. However, we do not expect that your bank, broker or other nominee will be permitted to vote your shares with respect to any of the proposals to be voted on at the Annual Meeting unless you provide the bank, broker or other nominee with voting instructions.

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, by telephone or by dating, signing and returning the enclosed proxy card. 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. You can revoke your proxy at any time before the proxy or proxies you appointed cast your votes. If your bank, broker or other nominee is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from such holder of record. You must follow these instructions in order for your shares to be voted. We urge you to instruct your bank, broker or other nominee, by following the instructions on the enclosed voting instruction form, to vote your shares in line with the Board’s recommendations on the voting instruction form.

Who will count the votes?

A representative of Equiniti Trust Company, LLC will serve as the independent inspector of election (the “Inspector of Election”) for the Annual Meeting and, in such capacity, will count and tabulate the votes.

What happens if the Annual Meeting is adjourned?

In the event that a quorum is not present at the Annual Meeting, the stockholders present at the meeting, in person or represented by proxy, may adjourn the meeting until a quorum is present. The Chair of the Board may also adjourn the Annual Meeting from time to time. Unless a new record date is fixed, your proxy will still be valid at an adjourned Annual Meeting and you will still be able to change or revoke your proxy until it is used to vote your shares.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results based on the advice of our proxy solicitor at the Annual Meeting. We also expect to disclose final voting results based on the Inspector of Election’s final, certified report on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. If final results are unavailable at that time, we intend to file preliminary voting results based on the preliminary tabulation by the Inspector of Election and then file an additional Current Report on Form 8-K within four business days of the day the final results are available.

Who can help answer any other questions I may have?

If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact our proxy solicitor, MacKenzie Partners:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

Call Toll-Free: (800) 322-2885

Email: LPSN@mackenziepartners.com

Proposal No. 1 Election of Directors

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company’s Fourth Amended and Restated Certificate of Incorporation, as amended (the “Charter”), provides for a classified Board, consisting of three classes of directors with staggered three-year terms, with each class consisting, as nearly as possible, of one-third of the total number of directors. At the annual meeting of stockholders in the year in which the term of a class of directors expires, director nominees in such class will stand for election to three-year terms. With respect to each class, a director’s term will be subject to the election and qualification of such director’s successor, or the earlier death, resignation or removal of such director.

The term of office for Ms. Layfield and Mr. Miller and Mr. Mossler, each of whom is a Class II director, expires at the Annual Meeting. The Nominating and Corporate Governance Committee has unanimously recommended that the Board nominate, and the Board has unanimously nominated, Ms. Layfield and Mr. Miller to be re-elected as Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders and until such directors’ successors shall have been duly elected and qualified. Mr. Mossler is not standing for re-election as a director, and accordingly the size of the Board will be reduced from eight directors to seven directors at the Annual Meeting. We would like to thank Mr. Mossler for his service on the Board since 2017 and his important contributions to the Company in that time.

Each of Ms. Layfield and Mr. Miller has agreed to be named as a nominee and to continue to serve as a director, if elected, and management has no reason to believe that they will be unavailable to serve. If either of Ms. Layfield or Mr. Miller is unable or declines to serve as a director at the time of the Annual Meeting, properly submitted proxies will be voted by the proxy holders set forth thereon for any substitute nominee who may be designated by the Board. If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the amended proxy statement and agreed to serve if elected, and includes certain biographical and other information about such nominees required by SEC rules. Votes authorized on the enclosed proxy card may be cast for or withheld from the nominees for election as directors listed thereon as a group, or for or withheld from each individual nominee. Unless otherwise instructed, the proxy holders on the Company’s proxy card will vote the proxies received by them “FOR BOTH” of Ms. Layfield and Mr. Miller to be elected.

Required Vote

The Class II directors shall be elected by the affirmative vote of a plurality of the shares of the common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote in the election of directors. This means that the two director nominees who receive the most votes will be elected to the Board. Any shares not voted for a particular nominee, whether as a result of a withhold vote or a broker non-vote, will not be counted in such nominee’s favor and will have no effect on the outcome of the vote.


The Board unanimously recommends a vote on the proxy card “FOR BOTH” of Ms. Layfield and Mr. Miller.


PROXY STATEMENT			15

OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Highlights

We have a Board composed of highly experienced and professionally accomplished directors with diverse backgrounds, viewpoints, attributes, tenures and experiences. Our directors’ varied perspectives enable the Board to provide effective oversight of management, drive accountability to our stockholders and add significant value to the strategic decisions made by the Company. They bring experience as entrepreneurs, technologists and advisors; leverage relevant industry expertise, such as insight into the customer perspective, call center operations, e-commerce, organization dynamics and corporate culture development; and have an array of operational, financial and marketing skills. In addition, the Board seeks a diversity of tenures to ensure directors with fresh external perspectives are complemented by those with a long-term understanding of our business.

Board Snapshot

The following table provides summary information about each director nominee and continuing directors. Mr.

Mossler, a current Class II director, is not standing for re-election at the Annual Meeting and is therefore not

reflected in the table below.

Name

Age

Director Since

Independent

Class

Current Term Expires

NCGC

Director Nominees*

Jill Layfield ★

2016(1)

Yes

2023

James Miller

2023

Yes

2023

Continuing Directors

Bruce Hansen

2022

Yes

2025

Vanessa Pegueros

2022

Yes

2025

William G. Wesemann

2004

Yes

2025

Kevin C. Lavan ♦

2000

Yes

III

2024

Yael Zheng

2022

Yes

III

2024


★	Chair of the Board	AC	Audit Committee
♦	Financial Expert	CC	Compensation Committee
C	Chairperson of Committee	OC	Operating Committee
M	Member of the Committee	NCGC	Nominating and Corporate Governance Committee

*If elected, term will expire in 2026

Our Board of Directors and Corporate Governance

Board Diversity Matrix (as of September 8, 2023)

Total Number of Directors: 8(1)


				Did Not
Part I: Gender Identity	Female	Male	Non-Binary	Disclose Gender
Directors	3	5	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native America	0	0	0	0
Asian	1	0	0	0
Hispanic or Latinx	1	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	1	0	0	0
Did Not Disclose Demographic Background	0	0	0	0

(1) Mr. Mossler, a current Class II director, is not standing for re-election at the Annual Meeting.

Board Skills Matrix

The following matrix highlights the mix of key skills and experiences of our director nominees and continuing directors. This matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that skill or experience. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. Additional biographical information on each nominee is set out below.

Director Nominees

Continuing Directors

Name

Jill Layfield

James Miller

Bruce Hansen

Vanessa Pequeros

William G. Wesemann

Kevin C. Lavan

Yael Zheng

C-Suite / Senior Leadership Experience

✔

Corporate Strategy

✔

Organizational Development

✔

Independence

✔

Financial Expertise

✔

Human Capital Management

✔

Product Innovation

✔

Technology Expertise

✔

Strategic Transaction / M&A

✔

E-Commerce / Sales

✔

SEC Form DEF 14A filed by LivePerson Inc.