LiveRamp Holdings Files Proxy Statement for Annual Meeting

TL;DR

LiveRamp (RAMP) proxy filed - vote on exec pay & board for Aug 13 meeting.

AI Summary

LiveRamp Holdings, Inc. filed its definitive proxy statement (DEF 14A) on June 28, 2024, for its annual meeting on August 13, 2024. The filing details executive compensation, board nominations, and other corporate governance matters. The company, formerly known as Acxiom Holdings, Inc., is based in San Francisco, CA.

Why It Matters

This filing provides shareholders with crucial information regarding company leadership, voting matters, and executive compensation, enabling informed participation in corporate governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing providing information to shareholders and does not inherently present new financial risks.

Key Numbers

• 0001104659-24-076025 — Accession Number (Unique identifier for the filing)

Key Players & Entities

• LiveRamp Holdings, Inc. (company) — Filer
• Acxiom Holdings, Inc. (company) — Former company name
• 20240813 (date) — Annual meeting date
• 20240628 (date) — Filing date

FAQ

Filing Documents

• tm2416859d4_def14a.htm (DEF 14A) — 2288KB
• bc_netincome-4c.jpg (GRAPHIC) — 73KB
• bc_revenue-4c.jpg (GRAPHIC) — 64KB
• bc_tsr-4c.jpg (GRAPHIC) — 73KB
• fc_executcomp-pn.jpg (GRAPHIC) — 100KB
• ic_chair-bw.gif (GRAPHIC) — 2KB
• ic_member-bw.gif (GRAPHIC) — 1KB
• lg_liverampnew-bw.jpg (GRAPHIC) — 14KB
• pc_ceo-4c.jpg (GRAPHIC) — 94KB
• pc_neo-4c.jpg (GRAPHIC) — 96KB
• ph_brianokelley-4clr.jpg (GRAPHIC) — 7KB
• ph_clarkkokich-4clr.jpg (GRAPHIC) — 6KB
• ph_deborabtomlin-4clr.jpg (GRAPHIC) — 7KB
• ph_johnbattelle-4clr.jpg (GRAPHIC) — 7KB
• ph_omartawakol-4clr.jpg (GRAPHIC) — 7KB
• ph_scotthowe-4clr.jpg (GRAPHIC) — 6KB
• ph_timothycadogan-4clr.jpg (GRAPHIC) — 6KB
• ph_vivianchow-4clr.jpg (GRAPHIC) — 6KB
• px_24liverampproxy1pg01-bw.jpg (GRAPHIC) — 229KB
• px_24liverampproxy1pg02-bw.jpg (GRAPHIC) — 283KB
• sg_jerryjones-bw.jpg (GRAPHIC) — 5KB
• 0001104659-24-076025.txt ( ) — 5967KB
• ramp-20240331.xsd (EX-101.SCH) — 10KB
• ramp-20240331_def.xml (EX-101.DEF) — 7KB
• ramp-20240331_lab.xml (EX-101.LAB) — 32KB
• ramp-20240331_pre.xml (EX-101.PRE) — 6KB
• tm2416859d4_def14a_htm.xml (XML) — 161KB

From the Filing

tm2416859-3_nonfiling - block - 33.8594133s TABLE OF CONTENTS 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 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 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): 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. TABLE OF CONTENTS NOTICE OF ANNUAL MEETING AND 2024 PROXY STATEMENT www.virtualshareholdermeeting.com/RAMP2024 Tuesday, August 13, 2024–11:30 a.m. PDT TABLE OF CONTENTS Notice of Annual Meeting of Shareholders 225 Bush Street, 17th Floor San Francisco, CA 94104 888-987-6764 www.LiveRamp.com Please join us for the 2024 Annual Meeting of Shareholders of LiveRamp Holdings, Inc. (the "Company"). The meeting will be held on August 13, 2024, at 11:30 a.m. PDT via the internet at www.virtualshareholdermeeting.com/RAMP2024. The meeting will be held for the following purposes: 1. To elect as directors the three nominees named in the attached Proxy Statement for a three-year term expiring in 2027; 2. To approve an increase in the number of shares available for issuance under the Company's Amended and Restated 2005 Equity Compensation Plan (the "2005 Plan"); 3. To approve an amendment to the Company's Certificate of Incorporation to limit the liability of certain officers of the Company; 4. To approve, on an advisory (non-binding) basis, the compensation of our named executive officers; 5. To ratify the selection of KPMG LLP as the Company's independent registered public accountant for fiscal year 2025; and 6. To transact any other business that may properly come before the 2024 Annual Meeting or any postponement or adjournment thereof. Only holders of the Company's common stock of record at the close of business on June 18, 2024 are entitled to notice of and to vote during the 2024 Annual Meeting or any postponement or adjournment thereof. Details regarding the business to be conducted during the 2024 Annual Meeting are more fully described in the accompanying Proxy Statement. As in previous years, we will again take advantage of the rules of the Securities and Exchange Commission that allow us to furnish our proxy materials electronically over the Internet. As a result, we are sending a notice of Internet availability of the proxy materials, rather than a full paper set of the proxy materials, to many of our shareholders. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of the proxy materials. This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy materials. By Order of the Board of Directors Jerry C. Jones Executive Vice President, Chief Ethics and Legal Officer and Secretary June 28, 2024 WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO RECORD YOUR VOTE PROMPTLY. PRIOR TO THE 2024 ANNUAL MEETING YOU MAY VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on August 13, 2024: The Company's Proxy Statement and Annual Report on Form 10-K for fiscal year 2024 are available electronically at https://investors.liveramp.com/financial-information/annual-reports-proxies and www.proxyvote.com. LiveRamp Holdings, Inc.Notice of 2024 Annual Meeting and Proxy Statement TABLE OF CONTENTS Table of Contents Page Questions and Answers about the Proxy Materials and the 2024 Annual Meeting 1 Proposal No. 1—Election of Directors 6 Corporate Governance 11 Proposal No. 2—Approval of the Increase in the Number of Shares Available for Issuance under the 2005 Plan 17 Proposal No. 3—Approval of the Amendment to the Company's Certificate of Incorporation to Limit the Liability of Certain Officers of the Company 29 Proposal No. 4—Advisory Vote to Approve Named Executive Officer Compensation 30 Proposal No. 5—Ratification of the Selection of the Independent Registered Public Accountant 31 Audit/Finance Committee Report 32 Stock Ownership 34 Talent and Compensation Committee Report 36 Compensation Committee Interlocks and Insider Participation 36 Compensation Discussion and An

View Full Filing

View this DEF 14A filing on SEC EDGAR