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  "documentTitle": "Starboard Value Liveperson Letter to Sharedholder May 2023",
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  "presentationDate": "2023-05-01 00:00:00",
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      "text": "2 Potential dilution represents maximum earnout ($120 million) as a percentage of the Company's market capitalization as of May 3, 2023.\n3 Source: Glassdoor anonymous review dated November 6, 2019.",
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      "text": "The Company's woes are further exacerbated by cultural issues that we believe stem from the top of the organization. As previously mentioned in our May 9, 2022, public letter to stockholders, anonymous employee reviews on Glassdoor reveal a troubling, yet clear, picture: LivePerson has a toxic work environment characterized by \"intimidation, lying, harassment, [and] nepotism\" as well as a lack of gender diversity.3 We believe the Company's poor culture is in part responsible for elevated employee turnover, which spans from entry-level employees to senior executives. As shown below, there has been a remarkable amount of executive turnover over the past five years.",
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      "kind": "paragraph",
      "text": "we believe would add needed independence to the Board. We look forward to sharing more information regarding our nomination over the coming weeks.",
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      "kind": "paragraph",
      "text": "We believe LivePerson's poor financial and stock price performance are attributable to the Company's lack of operational discipline and a pattern of constant strategy shifts, as well as significant executive turnover (that unfortunately has not yet included the CEO), internal control issues that have resulted in a delayed 10-K filing in two of the last three years, and troubling allegations of inappropriate behavior and a toxic work environment. We believe all of these issues are directly traceable to Mr. LoCascio.",
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      "text": "We were hopeful that initiating another contested election this year would not be necessary. In recent weeks, we again reached out to the Board to reiterate our view that a change in leadership was needed, and unfortunately, we again found that the Board was not willing to meaningfully engage to discuss a path forward that would be acceptable to stockholders. To be clear, we remain open to working with the Board to resolve this matter in a manner that would result in a strong, independent, and capable Board, along with a commitment to initiate an expeditious management transition and a search process to identify the best possible CEO to lead LivePerson, or a commitment to conduct a robust sale process to maximize value for stockholders.",
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      "text": "Mr. LoCascio's lack of focus and discipline is perhaps best illustrated by his repeated fascination with non-core ventures. Previous pet projects of Mr. LoCascio include LivePerson's short-lived and unsuccessful ventures into creating its own bank and clothing line; in the Company's previous two 10-K's, it has included a risk factor stating it anticipates \"potentially making investments in, and potentially holding, creating or managing blockchain-based assets, including cryptocurrency or other digital tokens and development of blockchain-based decentralized applications\"; and, most recently, Mr. LoCascio has been preoccupied with WildHealth, a precision health business that LivePerson acquired in early 2022, which includes an earnout that has the potential to dilute stockholders by more than 35%.2",
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      "kind": "paragraph",
      "text": "To be clear, blame also lies with the legacy incumbent directors, who have done nothing to slow Mr. LoCascio's brazen lack of regard for protecting stockholder value and have instead seemingly gone out of their way to protect him as he has embarked on numerous reckless ventures with stockholder capital.",
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