UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| 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 2023 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 4,000,000. A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 17 through 28 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 30, 2023 (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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on August 15, 2023, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2023. The Company’s shareholders voted on five proposals, and the final voting results for each of the proposals are described below.
1. Election of Directors. Timothy R. Cadogan, Vivian Chow and Scott E. Howe were elected to the Company’s board of directors (the “Board”) for three-year terms expiring at the 2026 Annual Meeting of Shareholders by the following votes:
| Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Timothy R. Cadogan | 52,385,797 | 2,814,848 | 14,760 | 6,186,688 | ||||||||||||
| Vivian Chow | 54,666,405 | 536,206 | 12,794 | 6,186,688 | ||||||||||||
| Scott E. Howe | 54,402,728 | 801,483 | 11,194 | 6,186,688 | ||||||||||||
2. Proposal to Increase the Number of Shares Available for Issuance under the 2005 Plan. The shareholders approved an increase of 4,000,000 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 | |||
| 35,289,779 | 19,709,906 | 215,720 | 6,186,688 |
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 | |||
| 52,789,511 | 2,412,286 | 13,608 | 6,186,688 |
4. Proposal to select the frequency of future advisory votes on executive compensation. The shareholders expressed their preference regarding the frequency of future advisory votes to approve named executive officer compensation by the following votes:
| Every Year | Every Two Years | Every Three Years | Votes Abstained | Broker Non-Votes | ||||
| 52,534,656 | 24,860 | 2,644,302 | 11,587 | 6,186,688 |
In light of such vote, the Board has determined that the Company will hold advisory votes to approve the compensation of the Company’s named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the Company’s annual meeting of shareholders in 2029.
5. 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 2024 by the following votes:
| Votes For | Votes Against | Votes Abstained | ||
| 60,589,112 | 800,831 | 12,150 |
| 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
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 18, 2023