LiveRamp Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by LiveRamp Holdings, Inc. (NYSE: RAMP) on August 15, 2025, covering events occurring on August 12 and August 13, 2025. The filing primarily addresses the results of the 2025 Annual Meeting of Shareholders and a subsequent change in Board composition.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder actions. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes and Corporate Actions
- Board Resignation: Omar Tawakol, a director since 2021, resigned from the Board of Directors effective immediately on August 13, 2025.
- Director Elections: Shareholders elected Clark M. Kokich and Brian O'Kelley to the Board for three-year terms expiring in 2028.
- Equity Plan Amendment: Shareholders approved an amendment to the 2005 Equity Compensation Plan, increasing the number of shares available for issuance by 2,500,000.
- Executive Compensation: Shareholders approved the advisory vote on Named Executive Officer compensation.
- Accountant Ratification: Shareholders ratified the selection of KPMG LLP as the independent registered public accountant for fiscal year 2026.
Shareholder Voting Results
| Proposal | Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Election of Clark M. Kokich | 48,434,351 | 4,018,478 | 52,488 | 6,991,858 |
| Election of Brian O'Kelley | 50,130,843 | 2,326,786 | 47,688 | 6,991,858 |
| Increase Equity Plan Shares | 39,267,480 | 12,950,377 | 287,460 | 6,991,858 |
| Executive Compensation (Say-on-Pay) | 51,164,527 | 1,289,301 | 51,489 | 6,991,858 |
| Ratification of KPMG LLP | 58,406,643 | 1,011,200 | 79,332 | N/A |
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future outlook, specific risks, or contingencies beyond the standard disclosure of the Board resignation and the approval of the equity plan amendment. The resignation of a director is noted as an immediate event without further explanation of cause in this document.
Key Facts for Investor Verification
- Verify the impact of Omar Tawakol's resignation on Board independence and committee assignments.
- Review the Definitive Proxy Statement (filed June 27, 2025) for details on the 2,500,000 share increase to the 2005 Equity Compensation Plan.
- Note the significant number of votes against the equity plan increase (approx. 25% of votes cast) compared to other proposals.
- Confirm the effective date of the new directors' terms (expiring at the 2028 Annual Meeting).