LiveRamp Seeks Shareholder Nod for Expanded Equity Plan, Director Elections
Ticker: RAMP · Form: DEF 14A · Filed: Jun 27, 2025 · CIK: 733269
| Field | Detail |
|---|---|
| Company | Liveramp Holdings, Inc. (RAMP) |
| Form Type | DEF 14A |
| Filed Date | Jun 27, 2025 |
| Risk Level | medium |
| Sentiment | mixed |
Sentiment: mixed
Topics: Proxy Statement, Executive Compensation, Equity Plan, Corporate Governance, Shareholder Meeting, Director Election, Auditor Ratification
Related Tickers: RAMP
TL;DR
**RAMP is asking shareholders to greenlight more stock for execs, signaling a focus on retention and growth, but watch out for potential dilution.**
AI Summary
LiveRamp Holdings, Inc. (RAMP) filed a DEF 14A proxy statement on June 27, 2025, outlining proposals for its Annual Meeting on August 12, 2025, at 11:30 a.m. PDT. Key proposals include the election of two director nominees for a three-year term expiring in 2028, and a significant request to approve an increase in shares available under the Company's Amended and Restated 2005 Equity Compensation Plan. Shareholders will also vote on an advisory basis regarding named executive officer compensation and ratify KPMG LLP as the independent registered public accountant for fiscal year 2026. The company, formerly Acxiom Holdings, Inc., operates in computer processing and data preparation services. The filing indicates a focus on executive incentives and board composition, which are critical for future strategic direction and talent retention. Specific financial figures for revenue or net income were not detailed in the provided excerpt, but the emphasis on equity compensation suggests a strategy to align executive interests with shareholder value.
Why It Matters
This DEF 14A filing is crucial for investors as it details LiveRamp's governance and compensation strategies, directly impacting future shareholder value. The proposed increase in the 2005 Equity Compensation Plan shares could dilute existing shareholder equity but is intended to attract and retain key talent in a competitive ad-tech market, potentially boosting long-term performance. For employees, particularly executives, this plan offers significant incentive compensation, aligning their interests with company growth. Customers and the broader market will observe these governance decisions as indicators of LiveRamp's stability and strategic direction in the data processing and preparation sector, where competition from giants like Google and Meta is intense.
Risk Assessment
Risk Level: medium — The request to increase shares for the 2005 Equity Compensation Plan introduces a medium risk of shareholder dilution, as more shares could be issued, potentially decreasing the value of existing holdings. While the filing does not provide specific numbers for the proposed increase, any significant expansion of the plan could impact per-share earnings and ownership percentages. The advisory vote on executive compensation also highlights potential misalignment if shareholders express dissatisfaction, which could lead to governance challenges.
Analyst Insight
Investors should carefully review the specifics of the proposed increase in the 2005 Equity Compensation Plan shares to understand potential dilution. Vote on the director nominees and executive compensation based on their track record and alignment with long-term shareholder interests. Engage with LiveRamp's investor relations for clarity on the magnitude of the equity plan expansion.
Key Numbers
- 20250627 — Filing Date (Date the DEF 14A was filed by LiveRamp Holdings, Inc.)
- 20250812 — Conformed Period of Report (Date of the Annual Meeting of Shareholders)
- 0000733269 — Central Index Key (CIK) (Unique identifier for LiveRamp Holdings, Inc. with the SEC)
- 001-38669 — SEC File Number (Registration number for LiveRamp Holdings, Inc. with the SEC)
- 11:30 a.m. PDT — Meeting Time (Scheduled start time for the 2025 Annual Meeting of Shareholders)
Key Players & Entities
- LiveRamp Holdings, Inc. (company) — Registrant and filer of DEF 14A
- KPMG LLP (company) — Independent registered public accountant for fiscal year 2026
- Acxiom Holdings, Inc. (company) — Former name of LiveRamp Holdings, Inc. until 20180920
- SEC (regulator) — United States Securities and Exchange Commission
- August 12, 2025 (date) — Date of the Annual Meeting of Shareholders
- June 17, 2025 (date) — Record date for shareholders entitled to vote
- 2005 Equity Compensation Plan (other) — Plan for which an increase in shares is proposed
- San Francisco, CA (location) — Business address of LiveRamp Holdings, Inc.
FAQ
What is LiveRamp Holdings, Inc. proposing at its 2025 Annual Meeting?
LiveRamp Holdings, Inc. is proposing the election of two director nominees, an increase in shares available under its Amended and Restated 2005 Equity Compensation Plan, an advisory vote on named executive officer compensation, and the ratification of KPMG LLP as its independent registered public accountant for fiscal year 2026.
When is LiveRamp's 2025 Annual Meeting of Shareholders?
LiveRamp's 2025 Annual Meeting of Shareholders is scheduled for Tuesday, August 12, 2025, at 11:30 a.m. PDT, and will be held virtually at www.virtualshareholdermeeting.com/RAMP2025.
What is the significance of the proposed increase in LiveRamp's 2005 Equity Compensation Plan?
The proposed increase in LiveRamp's 2005 Equity Compensation Plan is significant as it aims to provide more shares for executive and employee incentives, which could help attract and retain talent. However, it also carries the risk of diluting existing shareholder equity if a substantial number of new shares are issued.
Who is LiveRamp's independent registered public accountant for fiscal year 2026?
LiveRamp's independent registered public accountant for fiscal year 2026, subject to shareholder ratification, is KPMG LLP.
What was LiveRamp Holdings, Inc.'s former company name?
LiveRamp Holdings, Inc. was formerly known as Acxiom Holdings, Inc. until its name change on September 20, 2018.
How can shareholders vote at LiveRamp's 2025 Annual Meeting?
Shareholders of record as of June 17, 2025, are entitled to vote during the 2025 Annual Meeting, which will be held via the internet at www.virtualshareholdermeeting.com/RAMP2025.
What are the primary risks associated with LiveRamp's DEF 14A filing?
The primary risk associated with LiveRamp's DEF 14A filing is the potential for shareholder dilution due to the proposed increase in shares for the 2005 Equity Compensation Plan. Additionally, an advisory vote on executive compensation could signal investor dissatisfaction if not approved.
What is the purpose of electing directors at LiveRamp's Annual Meeting?
The purpose of electing directors at LiveRamp's Annual Meeting is to appoint two nominees to the board for a three-year term expiring in 2028, ensuring ongoing corporate governance and strategic oversight for the company.
What industry does LiveRamp Holdings, Inc. operate in?
LiveRamp Holdings, Inc. operates in the Services-Computer Processing & Data Preparation industry, as indicated by its Standard Industrial Classification (SIC) code 7374.
Is the vote on executive compensation binding for LiveRamp?
No, the vote on the compensation of LiveRamp's named executive officers is on an advisory (non-binding) basis, meaning the board is not legally required to implement the results, though it typically considers shareholder sentiment.
Industry Context
LiveRamp Holdings, Inc. operates in the computer processing and data preparation services sector. This industry is characterized by rapid technological advancements, increasing data privacy regulations, and a strong demand for data management and activation solutions. Companies in this space compete on data quality, platform capabilities, and the ability to provide actionable insights from complex datasets.
Regulatory Implications
As a data services company, LiveRamp is subject to evolving data privacy regulations globally (e.g., GDPR, CCPA). The proposed increase in equity compensation and director elections are standard corporate governance matters, but the company must ensure compliance with all SEC filing requirements and shareholder voting regulations.
What Investors Should Do
- Review the proxy statement carefully before the August 12, 2025 meeting.
- Vote on the election of director nominees.
- Consider the advisory vote on executive compensation.
- Vote to ratify KPMG LLP as the independent auditor.
Key Dates
- 2025-06-27: Filing of DEF 14A Proxy Statement — Provides shareholders with information regarding the upcoming annual meeting, including proposals and director nominations.
- 2025-08-12: Annual Meeting of Shareholders — Shareholders will vote on key proposals, including director elections, equity plan amendments, executive compensation, and auditor ratification.
- 2025-06-17: Record Date for Annual Meeting — Establishes the shareholders eligible to vote at the August 12, 2025 Annual Meeting.
Glossary
- DEF 14A
- A definitive proxy statement filed with the SEC by a company to solicit shareholder votes for its annual meeting. (This document outlines the proposals and information shareholders need to make informed voting decisions at LiveRamp's annual meeting.)
- Amended and Restated 2005 Equity Compensation Plan
- A company plan that allows for the issuance of stock options, restricted stock, and other equity-based awards to employees and directors. (Shareholders are being asked to approve an increase in the number of shares available under this plan, indicating a strategy for executive and employee incentives.)
- Advisory (non-binding) basis
- A vote by shareholders on a proposal that expresses their opinion but does not legally bind the company's board of directors. (Shareholders will vote on executive compensation in this manner, allowing them to voice their views without direct legal control over the compensation decisions.)
- Independent registered public accountant
- An external accounting firm hired to audit a company's financial statements and provide an opinion on their fairness and accuracy. (Shareholders are asked to ratify KPMG LLP, indicating their approval of the company's choice for its auditor for fiscal year 2026.)
Year-Over-Year Comparison
This filing (DEF 14A) is for the 2025 Annual Meeting, and the provided excerpt does not contain comparative financial data from a previous filing. However, the focus on increasing equity compensation suggests a continued strategy to attract and retain talent and align executive interests with long-term shareholder value. The specific proposals, such as the equity plan increase, indicate potential future dilution or a need for capital to fund growth initiatives.
Filing Details
This Form DEF 14A (Form DEF 14A) was filed with the SEC on June 27, 2025 regarding LiveRamp Holdings, Inc. (RAMP).