UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2021
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(Exact Name of Registrant as Specified in its Charter)
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| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices, with zip code)
(212 ) 609-4200
Registrant's telephone number, including area code
| N/A | ||
| (Former name or former address, if changed since last report) | ||
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||
LivePerson, Inc. (the “Company”) announced today that Ernest Cu has joined its Board of Directors (the “Board”), as a Class I Director, following the recommendation of the Company’s Nominating and Corporate Governance Committee.
Mr. Cu currently serves as the Executive Director, President and Chief Executive Officer (CEO) of Globe Telecom, Inc., a leading telecommunications provider in the Philippines. Mr. Cu served as Deputy Chief Executive Officer of Globe Telecom, Inc. from October 2008 until his appointment as Executive Director, President and CEO in April 2009. From 1997 to 2008, Mr. Cu served as the President and CEO of SPi Technologies. The Company believes that Mr. Cu’s global perspective and strong leadership experience in areas such as infrastructure modernization, sustainability, and product innovation, particularly in the communications space and with consumer offerings, will allow him to make a significant and meaningful contribution as a director of the Company.
Mr. Cu will receive standard director fees and benefits, including an initial grant of equity under the Company’s 2019 Stock Incentive Plan. There is no arrangement or understanding between Mr. Cu and any other persons or entities pursuant to which Mr. Cu was elected as a director. Mr. Cu is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company intends to enter into its form of director and executive officer indemnification agreement with Mr. Cu, a copy of which has been filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 13, 2012.
On April 27, 2021, the Company issued a press release announcing Mr. Cu’s election to the Board. A copy of this press release is attached as Exhibit 99.1 to this current report on Form 8-K and incorporated herein.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits. The following documents are included as exhibits to this report:
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | ||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIVEPERSON, INC. (Registrant) | |||||
| Date: | April 27, 2021 | By: | /s/ Monica L. Greenberg | ||||||||
| Monica L. Greenberg | |||||||||||
| Executive Vice President of Policy and General Counsel | |||||||||||
Ernest L. Cu, CEO of Globe Telecom, Philippines’ largest mobile operator, joins LivePerson Board of Directors
Visionary who revolutionized the Philippines’ telecom industry
joins board of leading conversational AI company
NEW YORK, NY, April 27, 2021 — LivePerson, Inc. (Nasdaq: LPSN), a global leader in conversational AI, today announced that renowned executive and digital transformation visionary Ernest L. Cu has joined its board of directors. Cu is President and CEO of Globe Telecom, Inc., the Philippines’ largest mobile operator with over 80 million subscribers and is widely recognized for steering the company’s digital transformation, pioneering the creation of the BPO contact center industry in the Philippines, and making mobile experiences central to the country’s way of life.
Under Cu’s leadership, Globe has made tremendous strides for consumer experience, from payments and social networks to content and live events. Globe now offers one of the largest payment platforms in Asia, GCash, the #1 finance app in the Philippines, which surpassed 1 trillion Philippine pesos in transaction volume (over US$20 billion) last year and grew its user base by 65% last year to 33 million. In a first-of-its-kind partnership with Facebook, Globe became the first telecom in the world to provide free Facebook access to its customers. With Cu at the helm, the company has developed content production arms to create film, television, online, and live content that is resold to companies including Netflix for further distribution. Cu has also formed major strategic relationships in these areas, including Ant Financial and Alipay for payments and Disney for content.
Cu has served as Globe’s President and CEO for over a decade and has driven sweeping transformations across the company, including modernizing its network and IT infrastructure, developing a strong collaborative and service-oriented culture, and creating unique product innovations. Under Cu, Globe has become the number one mobile operator in the Philippines and has led the way in making digital consumer engagement a major part of the national lifestyle.
Cu is widely recognized as a pioneer in corporate sustainability and the BPO industry. Thanks to his vision, Globe purposefully transformed its operations to create a more sustainable organization and catalyze national efforts to care for people and the environment. He is regarded as one of the founding fathers of the BPO contact center industry in the Philippines — which now employs over 1 million people — making the nation a global leader in the field and therefore a core part of the world economy.
"A world leader and visionary in consumer experience, digital transformation, and mobile- and cloud-first technology, Ernest will help us chart our course as growing demand accelerates brands’ ongoing structural shift to conversational commerce," said Robert LoCascio, founder and CEO of LivePerson. “We're delighted to welcome Ernest to LivePerson’s board.”
"Customers and their needs have always been at the heart of my career," said Cu. "LivePerson’s vision for conversational commerce and its industry-leading messaging and AI capabilities are changing the very nature of how brands and customers engage. I'm thrilled to be joining the board as LivePerson writes the next chapter of the conversational revolution."
About LivePerson, Inc.
LivePerson makes life easier for people and brands everywhere through trusted conversational AI. Our 18,000 customers, including leading brands like HSBC, Orange, GM Financial, and The Home Depot, use our conversational solutions to orchestrate humans and AI at scale and create a convenient, deeply personal relationship — a conversational relationship — with their millions of consumers. LivePerson has
been named to Fast Company’s World's Most Innovative Companies list for its leadership in artificial intelligence. For more information about LivePerson (NASDAQ: LPSN), please visit www.liveperson.com.
Safe Harbor Statement
Statements in this press release regarding LivePerson that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including but not limited to financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. It should be clearly understood that the current information and beliefs upon which we base our expectations may change. Although these expectations may change, we are under no obligation to inform you if they do. Actual events or results may differ materially from those contained in the projections or forward-looking statements. Some of the factors that could cause actual results to differ materially from the forward-looking statements contained herein include, without limitation: major public health issues, and specifically the pandemic caused by the spread of COVID-19; delays in our implementation cycles; customer retention and their purchase of additional services, attracting new customers and new consumer users of our consumer services; concerns relating to the Internet that could result in new legislation or negative public perception; risks related to new regulatory or other legal requirements that could materially impact our business; risks relating to governmental export controls risks related to industry-specific regulation and unfavorable industry-specific laws, regulations or interpretive positions; future regulation of the Internet or mobile devices; failures or security breaches in our services, those of our third party providers, or customers; risks related to the regulation or possible misappropriation of personal information belonging to our customers' digital users; technology systems beyond our control and technology-related defects that could disrupt the LivePerson services, risks related to protecting our intellectual property rights or potential infringement of the intellectual property rights of third parties; risks associated with the use of AI in our product offerings; errors, failures or "bugs" in our products may be difficult to correct; our ability to license necessary third party products or software for use in our products and services, and our ability to successfully integrate third party software;legal liability and/or negative publicity for the services provided to consumers via our technology platforms. This list is intended to identify only certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by us with the Securities and Exchange Commission for a discussion of these and other important factors that could cause actual results to differ from those discussed in forward-looking statements.