| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 20, 2024 (the “Effective Date”), LivePerson, Inc., a Delaware corporation (the “Company”), entered into a Cooperation Agreement (the “Agreement”) with Vector Capital VI, L.P., Vector Capital Management, L.P. and Vector Capital, L.L.C. (collectively, the “Vector Group”).
Pursuant to the Agreement, the Company and Vector Group have agreed to collaborate regarding, among other things, board refreshment including that the Board of Directors of the Company (the “Board”), and all applicable committees thereof, shall take all necessary steps to (A) nominate Dan Fletcher (the “First New Director”) as one of two nominees for election to the Board at the 2024 annual meeting of stockholders of the Company (the “2024 Annual Meeting”), (B) no later than immediately following the conclusion of the 2024 Annual Meeting appoint to the Board one mutually agreed candidate selected from a previously mutually agreed pool of two potential candidates (the “Mutual Candidates”) or a mutually agreed alternate independent candidate pursuant to the terms of the Agreement in the event that neither Mutual Candidate is appointed, which candidate shall be an “Independent Director” pursuant to the Nasdaq Stock Market LLC’s listing standards (or the applicable requirement of such other national securities exchange designated as the primary market on which the Company’s Common Stock is listed for trading) (the “Second New Director” and together with the First New Director, the “New Directors”), to the Board and (C) on or before December 31, 2024, either not have re-nominated or accept the resignation of one director currently serving on the Board as of the Effective Date, to the extent that the acceptance of such resignation and matters related thereto are permissible under applicable law, including, without limitation, legal duties or obligations of directors of corporations incorporated under Delaware law. The appointment of the New Directors is subject to completion of the Company’s customary procedures for new directors, including, without limitation, appropriate background checks, interviews with the Nominating and Corporate Governance Committee of the Board and receipt by the New Directors of favorable recommendations from the Nominating and Corporate Governance Committee (acting in good faith in accordance with its customary and generally applicable procedures for evaluating director candidates). The Company further agreed, in connection with its commitment to maintaining strong corporate governance, to select a new Chair of the Board by December 31, 2024 from among the then-incumbent directors.
Until the termination date, subject to certain exceptions, the Vector Group agreed that it shall, and shall cause each of its controlled Affiliates (as defined in the Agreement) to, appear in person or by proxy at each stockholder meeting of the Company and vote (or execute a consent with respect to) all voting securities of the Company beneficially owned by the Vector Group (a) in favor of the nominees for director recommended by the Board and (b) in accordance with the Board’s recommendation with respect to all other proposals presented at such stockholder meeting, other than with respect to any proposal relating to (i) an Extraordinary Transaction (as defined in the Agreement) or (ii) any shareholder rights plan or similar plans, including that certain Tax Benefits Preservation Plan, dated as of January 22, 2024, between the Company and Equiniti Trust Company, LLC (the “Tax Benefits Preservation Plan”), so long as the Company has been first given a reasonable opportunity to provide the Vector Group with information describing the reasons for any Board recommendation for shareholders to vote in favor of the Tax Benefits Preservation Plan prior to any such vote by the Vector Group.
Pursuant to the terms of the Agreement, the Vector Group also agreed to certain customary standstill provisions, prohibiting the Vector Group from, among other things: (a) making certain transactions involving the Company; (b) soliciting proxies; (c) advising or knowingly encouraging any person with respect to the voting or disposition of any Company securities, other than in a manner consistent with the Board’s recommendations; (d) taking actions to change or influence the Board, management or the direction of certain Company matters; and (e) exercising certain stockholder rights.
The Agreement also contains customary mutual non-disparagement provisions.
The Agreement will terminate at 11:59 PM ET on December 31, 2025, unless terminated earlier under certain circumstances.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.
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