LiveRamp Holdings Files Proxy Materials

TL;DR

LiveRamp (RAMP) filed proxy docs for annual meeting - shareholders vote on directors & more.

AI Summary

LiveRamp Holdings, Inc. filed a Definitive Additional Materials proxy statement on July 8, 2024. This filing relates to the company's proxy statement for its annual meeting, which will include proposals for the election of directors and other corporate matters. The company was formerly known as Acxiom Holdings, Inc. and is headquartered at 225 Bush Street, San Francisco, CA.

Why It Matters

This filing is important for shareholders as it outlines the proposals to be voted on at the annual meeting, including director elections, which directly impacts the company's governance and strategic direction.

Risk Assessment

Risk Level: low — This is a routine proxy filing detailing upcoming shareholder votes and does not contain new financial information or significant corporate actions.

Key Players & Entities

• LiveRamp Holdings, Inc. (company) — Registrant
• Acxiom Holdings, Inc. (company) — Former company name
• 225 Bush Street, San Francisco, CA (company) — Business address
• 0001104659-24-078324.txt (document) — Filing document identifier

FAQ

Filing Documents

• tm2416859-6_defa14a.htm (DEFA14A) — 28KB
• lg_liverampnew-bw.jpg (GRAPHIC) — 14KB
• 0001104659-24-078324.txt ( ) — 48KB

From the Filing

tm2416859-6_defa14a - none - 1.5468989s 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. Proxy Statement Supplement Dated July 8, 2024 To the Proxy Statement Furnished June 28, 2024 for the Annual Meeting of Shareholders to Be Held on August 13, 2024 225 Bush Street, 17th Floor San Francisco, CA 94104 888-987-6764 www.LiveRamp.com Supplement to Proposal to Approve the Increase in the Number of Shares Available for Issuance under the Company's Amended and Restated 2005 Equity Compensation Plan (Proposal No. 2 of the Proxy Card) The information below supplements the proxy statement of LiveRamp Holdings, Inc. (the "Company") for its 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"), which was furnished to shareholders beginning on June 28, 2024 (the "Proxy Statement"). We are filing a proxy supplement (the "Supplement") solely to clarify a potential ambiguity in the summary of the terms (the "Summary") of the Amended and Restated 2005 Equity Compensation Plan of LiveRamp Holdings, Inc. (the "2005 Plan") set forth in Proposal No. 2 of the Proxy Statement beginning on page 22 when read together with the Grants of Plan-Based Awards table (the "GPBA Table") on page 62. The Summary and this Supplement are qualified in their entirety by reference to the 2005 Plan attached as Appendix A to the Proxy Statement. The Summary does not track the 2005 Plan terms word for word, nor does it explain how each provision of the 2005 Plan might apply to individual awards, summarize the Board's or its Talent & Compensation Committee's interpretation of each provision of the 2005 Plan or how the terms of the 2005 Plan interact with the terms in underlying grant agreements. Clarification of Potential Ambiguity on Annual Awards Limits A potential ambiguity may have been inadvertently created with respect to the application of annual individual award limits set forth in Section 14(e) of the 2005 Plan as it relates to multi-year, performance-based awards granted thereunder. While the Company does not believe this potential ambiguity is material in any respect as to any shareholder's decision as to whether to vote for or against Proposal 2, the Company has decided to provide this clarification. The Summary describes Section 14(e) of the 2005 Plan as follows: There are limits (the "Limits") as to how many shares may be granted to a participant. The Limits apply separately to two different categories of awards. With respect to stock options and/or SARs, the maximum number of shares of our common stock that may be granted to any one person in any 12-month period is 400,000 shares; likewise, with respect to restricted stock awards, RSUs, performance awards and any other stock unit awards, the maximum number of shares of our common stock that may be granted to any one person in any 12-month period is 400,000 shares. The Limits apply to each of these two groups of award types, not to each type of award, nor to all awards as a single group for any one year. As a result, a participant could receive awards totaling up to 800,000 shares in any one year under the 2005 Plan. For example, a participant could receive under the 2005 Plan stock options covering 400,000 shares and 400,000 RSUs. The Company has not previously issued awards to any one participant under the 2005 Plan in one 12-month period in excess of the Limits under the 2005 Plan, and it does not have any plans to do so. As shown in the GPBA Table on page 62 of the Proxy Statement and explained in the Compensation Discussion & Analysis (CD&A) section of the Proxy Statement, the Company's Chief Executive Officer, Mr. Scott Howe, was granted long-term incentive compensation awards consisting of 175,731 PSU awards (at target) and 117,155 time-based RSU awards. As explained in the CD&A and footnote 2 to the GPBA Table, the PSUs reported in the GPBA Table "represent potential share payouts with respect to PSU awards granted in fiscal 2024 that are subject to attainment of performance goals with the number of shares earned ranging from 0% to 200% of the target number of shares" based on our performance over a three-ye

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