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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)
(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).
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 noted in Item 5.07
below, at the 2026 Special Meeting of Stockholders (the “Special Meeting”) of LiveRamp Holdings, Inc. (the “Company”),
held in lieu of an annual meeting, the Company’s stockholders 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 97
through 107 of the Company’s Definitive Proxy Statement on Schedule 14A for the Special Meeting, which was filed with the Securities
and Exchange Commission (the “SEC”) on July 6, 2026 (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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 17, 2026,
the Company held the Special Meeting to, among other things, consider and vote upon certain proposals related to the Agreement and Plan
of Merger (the “Merger Agreement”), dated as of May 16, 2026, by and among the Company, MMS USA Holdings, Inc.,
a Delaware corporation (“Parent”), Covey Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary
of Parent (“Merger Sub”), and solely for the purposes of Section 10.14 of the Merger Agreement, Publicis Groupe, S.A.,
a French société anonyme, pursuant to which, among other things, Merger Sub will be merged with and into the Company, with
the Company surviving the Merger as a wholly owned direct subsidiary of Parent (the “Merger”). As of the close of business
on June 18, 2026, the record date for the Special Meeting, there were a total of 60,786,315 shares of common stock, par value $0.10
per share, of the Company (“Common Stock”) issued and outstanding, each of which was entitled to one vote for each proposal
at the Special Meeting. At the Special Meeting, a total of 56,066,697 shares of Common Stock, or approximately 92.23% of the Common Stock
issued and outstanding as of the record date, were represented in person or by proxy, which constituted a quorum for the Special Meeting.
The Company’s stockholders voted on the following proposals, and the final voting results for each of the proposals are described
below.
1. Merger
Agreement Proposal. The stockholders adopted the Merger Agreement by the following votes:
| Votes
For | |
Votes
Against | |
Votes
Abstained | |
Broker
Non-Votes |
| 51,578,202 | |
60,073 | |
53,553 | |
4,374,869 |
2. Adjournment
Proposal. In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special
Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient
votes to adopt the Merger Agreement (the “Adjournment Proposal”). Because there were sufficient votes to approve the Merger
Agreement, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special
Meeting.
3. Director
Election Proposal. Timothy R. Cadogan, Vivian Chow and Scott E. Howe were elected to the Board of Directors for three-year terms
expiring at the 2029 Annual Meeting of Stockholders by the following votes:
| Name | |
Votes
For | |
Votes
Against | |
Votes
Abstained | |
Broker
Non-Votes |
| Timothy R. Cadogan | |
43,597,228 | |
7,997,335 | |
97,265 | |
4,374,869 |
| Vivian Chow | |
50,109,482 | |
1,486,477 | |
95,869 | |
4,374,869 |
| Scott E. Howe | |
50,162,023 | |
1,449,250 | |
80,555 | |
4,374,869 |
4. Share
Increase Proposal. The stockholders 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 |
| 49,911,265 | |
1,678,073 | |
102,490 | |
4,374,869 |
5. Say-on-Pay
Proposal. The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers
by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 50,803,383 | |
796,626 | |
91,819 | |
4,374,869 |
6. Auditor
Ratification Proposal. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accountant
for fiscal year 2027 by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained |
| 55,355,493 | |
640,261 | |
70,943 |
7. Merger
Compensation Proposal. The stockholders, on an advisory (non-binding) basis, did not approve the merger-related compensation of the
Company’s named executive officers by the following votes:
| Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
| 7,304,002 | |
44,262,875 | |
124,951 | |
4,374,869 |
| 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 17, 2026
