LiveRamp Holdings Files 8-K on Officer/Director Changes & Voting Matters

TL;DR

LiveRamp 8-K: Director/officer changes, voting items, and financials filed.

AI Summary

LiveRamp Holdings, Inc. filed an 8-K on August 15, 2025, reporting events as of August 12, 2025. The filing covers the departure of directors or officers, election of directors, appointment of officers, compensatory arrangements, and submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals potential shifts in corporate governance and executive leadership at LiveRamp Holdings, Inc., which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: low — This filing is routine and reports on corporate governance and operational matters without immediate financial implications.

Key Players & Entities

• LiveRamp Holdings, Inc. (company) — Registrant
• Acxiom Holdings, Inc. (company) — Former company name
• CCX Network Inc (company) — Former company name

FAQ

Filing Documents

• tm2523564d1_8k.htm (8-K) — 41KB
• tm2523564d1_ex10-1.htm (EX-10.1) — 136KB
• 0001104659-25-079024.txt ( ) — 373KB
• ramp-20250812.xsd (EX-101.SCH) — 3KB
• ramp-20250812_lab.xml (EX-101.LAB) — 33KB
• ramp-20250812_pre.xml (EX-101.PRE) — 22KB
• tm2523564d1_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

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.

07 Submission of Matters to a Vote of Security Holders

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

01 Financial Statements and Exhibits

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

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

View Full Filing

View this 8-K filing on SEC EDGAR