LiveRamp trims board to six directors after exit

Q: Which LiveRamp (RAMP) director resigned and when?

Kristi Argyilan resigned as a director of LiveRamp on July 17, 2026. She had served on the Board since February 11, 2026 and was part of the director class whose term was scheduled to expire at the 2028 annual meeting of stockholders.

Q: Who signed this LiveRamp (RAMP) report and in what capacity?

The report was signed on behalf of LiveRamp by Jerry C. Jones, who is identified as Executive Vice President, Chief Ethics and Legal Officer and Secretary, dated August 20, 2026.

LiveRamp Holdings, Inc. (RAMP) reports governance changes following a prior director resignation.

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Form Type

8-K

Rhea-AI Filing Summary

LiveRamp Holdings, Inc. (RAMP) reports governance changes following a prior director resignation. Kristi Argyilan, a director since February 11, 2026, resigned from the Board on July 17, 2026. On August 17, 2026, the Board reduced its size from seven to six directors to eliminate the resulting vacancy and rebalanced director classes to keep them as equal in number as possible. With the agreement of Vivian Chow, the Board redesignated her into the class of directors whose term expires at the 2028 annual meeting of stockholders, effective August 17, 2026, following a special meeting of stockholders held the same day.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size before change: 7 directors Board size after change: 6 directors Director resignation date: July 17, 2026 +2 more

5 metrics

Board size before change 7 directors Board size prior to August 17, 2026 reduction

Board size after change 6 directors Board size approved by the Board on August 17, 2026

Director resignation date July 17, 2026 Date Kristi Argyilan resigned from the Board

Special Meeting date August 17, 2026 Date of the 2026 special meeting of stockholders

Term end of redesignated class 2028 annual meeting of stockholders Expiration of director class to which Vivian Chow was redesignated

Key Terms

class of directors, annual meeting of stockholders, special meeting of stockholders

3 terms

class of directors regulatory

"served as a member of the class of directors whose term expires"

annual meeting of stockholders regulatory

"whose term expires at the 2028 annual meeting of stockholders"

special meeting of stockholders regulatory

"the 2026 special meeting of stockholders held on August 17, 2026"

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did LiveRamp (RAMP) announce on August 17, 2026?

LiveRamp announced that its Board approved a reduction in size from seven to six directors on August 17, 2026, eliminating the vacancy created by a prior director resignation and rebalancing the director classes.

Which LiveRamp (RAMP) director resigned and when?

Kristi Argyilan resigned as a director of LiveRamp on July 17, 2026. She had served on the Board since February 11, 2026 and was part of the director class whose term was scheduled to expire at the 2028 annual meeting of stockholders.

How did LiveRamp (RAMP) rebalance its director classes?

LiveRamp’s Board determined that one director should be redesignated between classes so each class would be as equal in number as possible, and, with her agreement, Vivian Chow was redesignated into the class whose term expires at the 2028 annual meeting.

What is the term of the director class affected by LiveRamp’s redesignation?

The redesignation moved Vivian Chow into the director class whose term expires at LiveRamp’s 2028 annual meeting of stockholders, from a class elected at a 2026 special meeting whose term expires at the 2029 annual meeting.

Who signed this LiveRamp (RAMP) report and in what capacity?

The report was signed on behalf of LiveRamp by Jerry C. Jones, who is identified as Executive Vice President, Chief Ethics and Legal Officer and Secretary, dated August 20, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 04:21 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026

LIVERAMP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38669

83-1269307

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

225 Bush Street, Seventeenth Floor

San Francisco, CA 94104

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (888) 987-6764

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $.10 Par Value		RAMP		New York Stock Exchange

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.  ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, on July 17, 2026, Kristi Argyilan, who had served as a director of LiveRamp Holdings, Inc. (the “Company”) since February 11, 2026, resigned from the Board of Directors (the “Board”). Ms. Argyilan served as a member of the class of directors whose term expires at the 2028 annual meeting of stockholders. On August 17, 2026, the Board approved a reduction in the size of the Board from seven (7) directors to six (6) directors to eliminate the vacancy resulting from Ms. Argyilan’s resignation. The Board also completed a process to rebalance the membership of the Board so as to maintain the number of directors in each class of directors serving on the Board as nearly equal as possible, determining that one member of the Board should be redesignated from the class of directors elected at the 2026 special meeting of stockholders held on August 17, 2026 (the “Special Meeting”), whose term expires at the Company’s 2029 annual meeting of stockholders, to the class of directors whose term expires at the Company’s 2028 annual meeting of stockholders. Accordingly, effective August 17, 2026, following the Special Meeting, the Board, with the agreement of Ms. Vivian Chow, redesignated her as a member of the class of directors whose term expires at the 2028 annual meeting of stockholders.

SIGNATURES

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.

		LIVERAMP HOLDINGS, INC.

	By:	/s/ Jerry C. Jones
		Jerry C. Jones
		EVP, Chief Ethics and Legal Officer and Secretary

Date: August 20, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents