UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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 2024 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 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 28, 2024 (the “Proxy Statement”), as supplemented by the Company’s Definitive Additional Materials on Schedule 14A filed with the SEC on July 8, 2024 and July 11, 2024. 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 13, 2024, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2024. 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. John L. Battelle, Omar Tawakol and Debora B. Tomlin were elected to the Company’s board of directors (the “Board”) for three-year terms expiring at the 2027 Annual Meeting of Shareholders by the following votes:
| Name | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| John L. Battelle | 48,998,321 | 6,782,216 | 20,490 | 5,718,152 | ||||||||||||
| Omar Tawakol | 54,855,184 | 923,557 | 22,286 | 5,718,152 | ||||||||||||
| Debora B. Tomlin | 54,728,835 | 1,051,789 | 20,403 | 5,718,152 | ||||||||||||
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 | ||||||||||
| 38,394,213 | 17,206,335 | 200,479 | 5,718,152 | ||||||||||
3. Proposal to Amend the Company’s Certificate of Incorporation to Limit the Liability of Certain Officers of the Company. The shareholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company by the following votes:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||
| 51,331,328 | 4,444,386 | 25,313 | 5,718,152 | ||||||||||
On August 14, 2024, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation incorporating the approved amendment, at which point the amendment became effective. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
4. 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 | ||||||||||
| 54,939,145 | 838,827 | 23,055 | 5,718,152 | ||||||||||
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 2025 by the following votes:
| Votes For | Votes Against | Votes Abstained | ||||||||
| 60,659,039 | 829,353 | 30,787 | ||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation, as filed on August 14, 2024 | |
| 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 16, 2024