Liveramp Holdings Inc

1. 1

   Adoption of the Merger Agreement (Merger Agreement Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger dated May 16, 2026 pursuant to which Merger Sub will be merged with and into LiveRamp and LiveRamp will become a wholly owned direct subsidiary of Parent, with each eligible share converted into $38.50 cash per share.

   More detail

   This proposal asks stockholders to adopt the Agreement and Plan of Merger dated May 16, 2026, which would cause Merger Sub to merge with and into LiveRamp and make LiveRamp a wholly owned direct subsidiary of Parent, requiring the affirmative vote of at least 66 2/3% of outstanding shares. Management and the Board contend adoption is necessary to consummate the transaction that delivers $38.50 in cash per eligible share, representing approximately a 30% premium to the closing price on May 15, 2026. The Board’s unanimous recommendation was informed by a fairness opinion from Evercore, its assessment of strategic alternatives and potential risks of remaining independent, and detailed financial analyses and projections prepared by management. The Merger Agreement contains customary closing conditions, regulatory and antitrust approval processes, and covenants including non-solicitation and notification obligations that limit LiveRamp’s ability to solicit competing offers, with carefully defined exceptions for fiduciary duties and Superior Proposals. Broker non-votes and abstentions count as votes “AGAINST” this proposal and a quorum is required; the Merger’s adoption is also a condition to closing under the Merger Agreement. The proxy statement discloses potential interests of directors and executive officers (e.g., treatment of equity awards, potential severance or retention payments), and the Board considered those interests in reaching its recommendation. The transaction would result in delisting and deregistration of LiveRamp’s common stock and may have tax and appraisal‑rights consequences for stockholders; the Board emphasizes these legal and financial effects while urging a vote in favor. While advisory votes and other non-binding proposals are separate, failure to approve this proposal would prevent the Merger from occurring under the current terms and could expose LiveRamp to termination fee mechanics and other negotiation outcomes. Given the Board’s assessment and Evercore’s fairness opinion, management recommends a FOR vote, while noting the Merger remains subject to regulatory approvals, financing and other customary conditions.

2. 2

   Adjournment(s) of the Special Meeting (Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Special Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to adopt the Merger Agreement Proposal.

   More detail

   This management proposal requests authority to adjourn the Special Meeting for one or more periods solely to allow additional solicitation of proxies if the votes present are insufficient to approve the Merger Agreement Proposal. Management seeks this flexibility because the Merger Agreement requires a super‑majority (66 2/3%) of outstanding shares for adoption and, if initial votes fall short or a quorum is lacking, adjournment provides time to canvass and solicit additional support. The proxy materials make clear the Adjournment Proposal is limited to proxy solicitation for the Merger Agreement and that the Board retains authority under the bylaws and Delaware law to adjourn for other procedural reasons as appropriate. The Merger Agreement also contains related provisions limiting repeated adjournments and requiring consultation with Parent in certain circumstances, so any adjournment is subject to contractual constraints. The Board unanimously recommends voting FOR the Adjournment Proposal because it preserves the ability to seek the necessary shareholder approval without restarting the election or filing processes. Broker non‑votes and abstentions are not expected to affect approval of the Adjournment Proposal; approval requires a majority of votes cast. If approved, management would be able to use reasonable additional time to solicit votes, including outreach by proxy solicitors, to achieve the Requisite LiveRamp Stockholder Approval. While adjournment is a procedural tool rather than a substantive endorsement, it materially affects the likelihood that the Merger Agreement can be adopted within the current timeline and therefore is integral to the Merger process.

3. 3

   Election of Directors (Director Election Proposal

   ManagementBoard: FOR

   Elect three director nominees—Timothy R. Cadogan, Vivian Chow and Scott E. Howe—to serve three‑year terms expiring in 2029.

4. 4

   Approval of an Increase in Shares Available under the 2005 Equity Compensation Plan (Share Increase Proposal

   ManagementBoard: FOR

   Approve an amendment to increase the number of shares available for issuance under the Amended and Restated 2005 Equity Compensation Plan by 2,500,000 shares.

   More detail

   This proposal requests shareholder approval to amend LiveRamp’s 2005 Equity Compensation Plan to add 2,500,000 shares to the reserve available for grants. Management argues the increase is necessary to preserve the company’s ability to grant equity awards used for recruiting, retention and long‑term incentive alignment; equity awards are described as a core component of compensation and multi‑year vesting supports retention. The proxy provides specific data on shares in reserve (6,716,442 as of March 31, 2026, later reduced to 5,331,363 as of June 1, 2026 after grants), and management warns that failing to secure an increase could force cash awards or other alternatives that would negatively affect cash resources or alignment with stockholders. The Board unanimously recommends FOR, citing plan importance, participation across executives and employees and the need to maintain competitive compensation. Approving the increase will dilute existing shareholders modestly but management argues this dilution is offset by improved ability to attract and retain talent critical to executing strategy. The proposal is a routine governance/compensation plan amendment and requires a majority of votes cast for approval. Investors should weigh the dilution against the potential operational benefits and the company’s disclosures about current outstanding awards and planned grants when evaluating the request.

5. 5

   Advisory Vote to Approve Named Executive Officer Compensation (Say‑On‑Pay Proposal

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This advisory proposal asks stockholders to approve executive compensation disclosed in the proxy materials. Management frames its compensation philosophy around pay‑for‑performance, alignment with stockholder interests, and attracting and retaining executive talent, and it points to specific policies (e.g., significant at‑risk pay, clawback policy, caps on certain PSU payouts) that it believes support alignment. The vote is non‑binding and the Board will consider the results in future compensation decisions, consistent with typical say‑on‑pay practice. The proxy discloses the Talent and Compensation Committee’s review and integration of stockholder feedback into fiscal 2026 compensation design and describes how compensation decisions were made during fiscal 2026. Approval requires a majority of votes cast and, while advisory, a negative vote could prompt further engagement or changes by the Committee. Investors should evaluate the disclosed tables, performance metrics, and narrative to determine if pay outcomes are consistent with performance and long‑term value creation. The Board’s unanimous recommendation is FOR, but the vote does not limit the Board’s legal authority to set compensation and is intended primarily as stockholder feedback.

6. 6

   Ratification of Selection of Independent Registered Public Accountant (Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify the selection of KPMG LLP as LiveRamp’s independent registered public accounting firm for fiscal year 2027.

7. 7

   Advisory Vote to Approve Merger‑Related Compensation of Named Executive Officers (Merger Compensation Proposal

   ManagementBoard: FOR

   Non‑binding, advisory vote to approve the compensation that may be paid or become payable to LiveRamp’s named executive officers that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S‑K.

   More detail

   This advisory proposal—commonly called a “say‑on‑golden‑parachutes” vote—asks stockholders to approve compensation that may be paid to named executive officers in connection with the Merger as quantified under Item 402(t) of Regulation S‑K. The proxy includes a table quantifying potential payments and benefits, and the vote is required by SEC rules though it is non‑binding. Management and the Board recommend FOR to provide stockholder endorsement of the disclosed arrangements and to encourage acceptance of the transaction’s overall compensation framework. The proxy emphasizes that approval is advisory only and that the Merger‑related compensation may be paid in accordance with contractual terms even if stockholders vote against the proposal. The Board considered the potential conflict that director or executive interests (treatment of equity awards, severance, retention awards) might create and disclosed those interests in the Merger Agreement section. Approval requires a majority of votes cast; broker non‑votes and abstentions have no effect on the outcome assuming quorum. Investors should review the quantification table and related narrative to assess whether the amounts and the conditions under which they become payable are appropriate and aligned with stockholder interests; a negative advisory vote could influence future compensation design or discussions.

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When is the Liveramp Holdings Inc 2026 special meeting?

Liveramp Holdings Inc (RAMP) holds its 2026 special shareholder meeting on Monday, August 17, 2026.

What is the record date for the Liveramp Holdings Inc 2026 meeting?

The record date for the Liveramp Holdings Inc 2026 meeting is Thursday, June 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Liveramp Holdings Inc's 2026 meeting?

The board is presenting 3 director nominees at the Liveramp Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Liveramp Holdings Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Liveramp Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.