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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2019 Annual Meeting of LiveRamp Holdings, Inc. (the “Company”) was held on August 13, 2019, at 11:30 a.m. PDT at the Company’s San Francisco office located at 225 Bush Street, 16th Floor, San Francisco, California 94104 and via the Internet at www.virtualshareholdermeeting.com/RAMP2019. The Company’s stockholders voted on three proposals, and the final voting results for each of the proposals are described below.
1. Election of Directors. Richard P. Fox and Clark M. Kokich were elected to the Company’s board of directors for three-year terms expiring at the 2022 Annual Meeting of Stockholders by the following votes:
| Name |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
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| Richard P. Fox |
57,606,741 |
118,296 |
48,359 |
4,694,868 |
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| Clark M. Kokich |
57,117,602 |
607,304 |
48,490 |
4,694,868 |
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2. Advisory Vote to Approve Named Executive Officer Compensation. The stockholders 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 | |||
| 50,549,399 |
7,186,555 |
37,442 |
4,694,868 |
3. Ratification of Independent Registered Public Accountant. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020 by the following votes:
| Votes For |
Votes Against |
Votes Abstained | ||
| 62,024,804 |
415,123 |
28,337 |
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 Chief Ethics and Legal Officer & Executive Vice President |
Date: August 19, 2019