DEFA14A: LiveRamp Holdings Sets 2025 Annual Meeting for Shareholder Votes on Key Corporate Governance Matters

LiveRamp Holdings, Inc. announced its 2025 Annual Meeting of Shareholders will be held virtually on August 12, 2025, to vote on director elections, an equity plan increase, executive compensation, and auditor ratification.

Summary

• LiveRamp Holdings, Inc. will host its 2025 Annual Meeting of Shareholders virtually on August 12, 2025, at 11:30 A.M. Pacific Time.
• Shareholders can attend and vote at the meeting via www.virtualshareholdermeeting.com/RAMP2025 using their control number.
• Proxy materials, including the Notice and Proxy Statement and Annual Report, are available online at www.ProxyVote.com.
• Shareholders can request a free paper or email copy of materials until July 29, 2025.
• The meeting agenda includes the election of two directors, Clark M. Kokich and Brian OKelley, for whom the Board recommends a 'For' vote.
• Shareholders will vote on a proposal to approve an increase in the number of shares available for issuance under the Company's Amended and Restated 2005 Equity Compensation Plan, with a Board recommendation of 'For'.
• An advisory (non-binding) vote to approve the compensation of the Company's named executive officers is also on the agenda, with a Board recommendation of 'For'.
• The ratification of KPMG LLP as the Company's independent registered public accountant for Fiscal Year 2026 will be voted upon, with a Board recommendation of 'For'.

Sentiment

Score: 5

Explanation: The document is a standard proxy statement outlining routine corporate governance matters for an annual shareholder meeting, providing no explicit positive or negative business performance indicators.

Positives

• The company is proceeding with its annual shareholder meeting, a standard practice for corporate governance.
• The Board of Directors recommends a 'For' vote on all presented proposals, indicating alignment and confidence in these matters.
• The virtual meeting format offers convenience and accessibility for shareholders to participate.

Future Outlook

The document outlines the agenda for the upcoming 2025 Annual Meeting of Shareholders, focusing on corporate governance matters and shareholder voting. It does not provide forward-looking statements or guidance related to the company's financial performance or strategic business outlook beyond the meeting itself.

Management Comments

• The Board recommends a 'For' vote for the election of directors Clark M. Kokich and Brian OKelley.
• The Board recommends a 'For' vote for the approval of an increase in the number of shares available for issuance under the Company's Amended and Restated 2005 Equity Compensation Plan.
• The Board recommends a 'For' vote for the advisory (non-binding) approval of the compensation of the Company's named executive officers.
• The Board recommends a 'For' vote for the ratification of KPMG LLP as the Company's independent registered public accountant for Fiscal Year 2026.

Industry Context

This filing is a standard proxy statement, a routine corporate governance event for publicly traded companies. It reflects the company's adherence to regulatory requirements for shareholder engagement and decision-making on fundamental corporate matters, consistent with practices across the industry.

Comparison to Industry Standards

• The proposals presented, including director elections, equity compensation plan adjustments, executive compensation votes, and auditor ratification, are standard agenda items for annual shareholder meetings across publicly traded companies in various industries.
• The virtual meeting format is a common practice adopted by many companies, particularly since 2020, to enhance shareholder accessibility and reduce logistical complexities, aligning with current industry trends for shareholder meetings.

Corporate Governance

Stakeholder Impact

• Shareholders are directly impacted as they are requested to vote on key corporate governance matters, including the election of directors, executive compensation, and the equity compensation plan.
• Employees may be indirectly impacted by the proposed increase in shares for the equity compensation plan, which could affect future incentive opportunities.

Next Steps

• Shareholders are encouraged to vote on the proposals either online, by mail, or virtually at the meeting.
• The Annual Meeting of Shareholders will be held virtually on August 12, 2025, to consider and vote on the presented proposals.

Key Dates

Keywords

LiveRamp Holdings, RAMP, Proxy Statement, Annual Meeting, Shareholder Vote, Corporate Governance, Director Election, Equity Compensation Plan, Executive Compensation, Auditor Ratification