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United States securities and exchange commission logo
April 27, 2022
Peter Feld
Managing Member
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
Re: LIVEPERSON INC
PREC14A filed April
20, 2022
Filed by Starboard
Value LP, et al.
File No. 0-30141
Dear Mr. Feld:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in your proxy
statement.
PREC14A filed April 20, 2022
Reasons for the Solicitation, page 3
1. Refer to the second
paragraph in this section. Please clarify how the Board can (in
your view) be both
"long-tenured" and "inexperienced."
2. Revise to provide
support for the factual assertions made in this section, including the
following statements:
- "LivePerson has
significantly underperformed its potential with total shareholder returns
below peers and broader
market indices, a persistent valuation gap to its peers, growth
deceleration despite
strong secular tailwinds, massive cost increases leading to declining
profitability, and a
failure to achieve its long-term targets..."
- "This share price
underperformance has coincided with a meaningful deterioration in the
Company's financial
performance with growth significantly decelerating and operating
Peter Feld
Starboard Value LP
April 27, 2022
Page 2
costs ballooning."
- "Our diligence to-date indicates that the Company has best-in-class
technology, and its
messaging solutions are highly rated by its blue-chip customer base."
- "For context, the Company's current and expected financial
performance is far below
both the Company's commitment to stockholders as well as industry
standards for
enterprise software companies."
To the extent that support for these statements is included elsewhere
in the proxy
statement, so indicate in revised disclosure.
Starboard has nominated [Four] Highly Qualified and Independent Individuals to
Help Drive
Improved Performance at LivePerson, page 15
3. Explain what specific actions your nominees will take to improve the
performance and
future prospects of the Company if they are elected to the Board.
Specifically describe the
"detailed views and plans" to improve the Company's "operating and
governance
practices," referenced on page 16.
General
4. We note the disclosure that the Company has a classified board divided
into three classes
and that you believe the terms of three directors will expire at the
Annual Meeting.
However, as you know, your proxy statement currently includes four
nominees for
election to the Board. Footnote 1 on page 5 of the proxy statement
indicates that you will
adjust the number of nominees (if necessary) once the Company announces
the actual
number of seats up for election at the Annual Meeting. In our view,
adding or deleting
nominees represents a significant change to the proxy statement
requiring you to file a
revised preliminary proxy statement. Please confirm your understanding
in your response
letter.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special Counsel,
at (202) 551-
3263.
Sincerely,
FirstName LastNamePeter Feld
Division of
Corporation Finance
Comapany NameStarboard Value LP
Office of Mergers
& Acquisitions
April 27, 2022 Page 2
cc: Andrew Freedman, Esq.
FirstName LastName