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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of LiveRamp Holdings, Inc. (the “Company”), the Company’s stockholders approved the amendment and restatement of the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the “Plan”). A summary of the material terms of the Plan, as amended and restated, is set forth on pages 17 through 20 of the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2021 (the “Proxy Statement”). That summary and the foregoing description of the Plan are qualified in their entirety by reference to the text of the Plan, as amended and restated, which is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 16, 2020.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on August 10, 2021, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2021. The Company’s stockholders voted on four 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 2024 Annual Meeting of Stockholders by the following votes:
| Name |
Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| John L. Battelle |
55,395,493 | 1,082,729 | 24,766 | 4,924,370 | ||||
| Omar Tawakol |
55,807,747 | 671,491 | 23,750 | 4,924,370 | ||||
| Debora B. Tomlin |
55,258,354 | 1,220,059 | 24,575 | 4,924,370 |
As disclosed in the Proxy Statement, Mr. William J. Henderson’s service on the Board ended on the date of the Annual Meeting. We acknowledge with gratitude Mr. Henderson’s twenty years of service on the Board and his many contributions to the Company and its management team. The Board voted to reduce its size from ten to nine members as a result of Mr. Henderson’s departure.
2. Approval of the Amendment and Restatement of the LiveRamp Holdings, Inc. Employee Stock Purchase Plan. The stockholders approved the amendment and restatement of the Plan by the following votes:
| Votes For |
Votes Against | Votes Abstained | Broker Non-Votes | |||
| 56,251,437 | 244,568 | 6,983 | 4,924,370 |
3. 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 | |||
| 47,209,950 | 9,256,462 | 36,576 | 4,924,370 |
4. Ratification of Independent Registered Public Accountant. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2022 by the following votes:
| Votes For |
Votes Against | Votes Abstained | ||
| 61,197,830 | 196,984 | 32,544 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | LiveRamp Holdings, Inc. Employee Stock Purchase Plan (previously filed on November 16, 2020, as Exhibit 10.1 to LiveRamp Holdings, Inc’s Current Report on Form 8-K, Commission File No. 001-38669, incorporated herein by reference) | |
| 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 Chief Ethics and Legal Officer & Executive Vice President | ||
Date: August 12, 2021