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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2025
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)
(888) 987-6764
(Registrant’s telephone number, including
area code)
(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:
| ¨ | 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 |
|
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).
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 noted in Item 5.07
below, at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of LiveRamp Holdings, Inc. (the “Company”),
the Company’s shareholders approved the amendment and restatement of the Company’s Amended and Restated 2005 Equity Compensation
Plan (as amended and restated, the “2005 Plan”) to increase the number of shares available under the 2005 Plan by 2,500,000.
A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 16 through 27 of the Company’s
Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”)
on June 27, 2025 (the “Proxy Statement”). The summary and the foregoing description of the 2005 Plan are qualified in their
entirety by reference to the text of the 2005 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On August 13, 2025, Omar
Tawakol, who has served as a director of the Company since 2021, informed the Board of Directors of the Company (the “Board”)
of his intention to resign from the Board, effective immediately.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held
on August 12, 2025, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2025.
The Company’s shareholders voted on four proposals, and the final voting results for each of the proposals are described below.
1. Election
of Directors. Clark M. Kokich and Brian O’Kelley were elected to the Board for three-year terms expiring at the 2028 Annual
Meeting of Shareholders by the following votes:
| Name | |
Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| Clark M. Kokich | |
48,434,351 | |
4,018,478 | |
52,488 | |
6,991,858 |
| Brian O’Kelley | |
50,130,843 | |
2,326,786 | |
47,688 | |
6,991,858 |
2. Proposal
to Increase the Number of Shares Available for Issuance under the 2005 Plan. The shareholders approved an increase of 2,500,000 shares
in the number of shares available for issuance under the 2005 Plan by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 39,267,480 | |
12,950,377 | |
287,460 | |
6,991,858 |
3. Advisory
Vote to Approve Named Executive Officer Compensation. The shareholders approved, on an advisory basis, the compensation of the Company’s
named executive officers as disclosed in the Proxy Statement by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 51,164,527 | |
1,289,301 | |
51,489 | |
6,991,858 |
4. Ratification
of Independent Registered Public Accountant. The shareholders ratified the selection of KPMG LLP as the Company’s independent
registered public accountant for fiscal year 2026 by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained |
| 58,406,643 | |
1,011,200 | |
79,332 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. | |
Description |
| 10.1 | |
Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. |
| 104 | |
Cover Page Interactive Data File |
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 15, 2025
