LiveRamp Proxy: Elect Directors, Expand Equity Pool, Ratify KPMG on Aug 12

Rhea-AI Filing Summary

LiveRamp Holdings (NYSE:RAMP) filed Definitive Additional Proxy Materials (DEFA14A) for its virtual 2025 Annual Meeting set for August 12, 2025 at 11:30 a.m. PT.

• Director elections: Clark M. Kokich and Brian O’Kelley
• Share increase under the Amended & Restated 2005 Equity Compensation Plan
• Advisory “Say-on-Pay” for named executive officers
• Ratification of KPMG LLP as independent auditor for FY 2026

Shareholders may vote online at ProxyVote.com, by mail, or live via the Internet at www.virtualshareholdermeeting.com/RAMP2025 using their control number. No fees are due with this filing and no additional material changes or special solicitations were disclosed.

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.                )

 

Filed by the Registrant   x

 

Filed by a Party other than the Registrant    ¨

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement
 	 
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 	 
¨	Definitive Proxy Statement
 	 
x	Definitive Additional Materials
 	 
¨	Soliciting Material Pursuant to §240.14a-12

 

LiveRamp Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

x	No fee required.
 	 
¨	Fee paid previously with preliminary materials.
 	 
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

 

Your Vote Counts! Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V76023-P34953 LIVERAMP HOLDINGS, INC. 225 BUSH STREET, 17TH FLOOR SAN FRANCISCO, CA 94104 LIVERAMP HOLDINGS, INC. 2025 Annual Meeting to be held virtually on August 12, 2025 at 11:30 A.M. Pacific Time You invested in LIVERAMP HOLDINGS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the shareholder meeting to be held on August 12, 2025. Vote Virtually at the Meeting* August 12, 2025 11:30 a.m. Pacific Time The Company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet, please go to www.virtualshareholdermeeting.com/RAMP2025 and be sure to have the control number that is printed above. *You can also vote by mail by requesting a paper copy of the materials, which will include a Proxy Card. Please check the meeting materials for any special requirements for meeting attendance. Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to July 29, 2025. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V76024-P34953 THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. 1. Election of Directors Nominees: 1a. Clark M. Kokich For 1b. Brian O’Kelley For 2. Approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2005 Equity Compensation Plan. For 3. Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers. For 4. Ratification of KPMG LLP as the Company’s independent registered public accountant for Fiscal Year 2026. For NOTE: In their discretion, the proxies are authorized to consider and vote upon such other business that may come before the meeting or any postponement or adjournment thereof.

FAQ

When will RAMP hold its 2025 annual shareholder meeting?

The virtual meeting is scheduled for August 12, 2025 at 11:30 a.m. Pacific Time.

What director nominees are up for election at RAMP’s 2025 meeting?

Shareholders will vote on Clark M. Kokich and Brian O’Kelley.

Which auditing firm is RAMP asking shareholders to ratify for FY 2026?

The board recommends ratifying KPMG LLP as the company’s independent registered public accountant.

Is there a Say-on-Pay proposal in LiveRamp’s 2025 proxy?

Yes. Proposal 3 requests an advisory, non-binding vote to approve compensation of the named executive officers.

How can RAMP shareholders cast their votes if they cannot attend the virtual meeting?

Investors can vote in advance at www.ProxyVote.com or by mail; real-time voting is also available during the virtual meeting with a control number.