LiveRamp Holdings, Inc. filed a Form 8-K on August 17, 2026, disclosing the voting results from its 2026 Special Meeting of Stockholders held in lieu of an annual meeting, including the adoption of a merger agreement with MMS USA Holdings, Inc.

Key Highlights

  • Merger agreement adopted: Stockholders voted 51,578,202 for and 60,073 against adoption of the Agreement and Plan of Merger with MMS USA Holdings, Inc., dated May 16, 2026.
  • High turnout: 56,066,697 shares, approximately 92.23% of shares outstanding as of the June 18, 2026 record date, were represented at the Special Meeting.
  • Three directors elected: Timothy R. Cadogan, Vivian Chow, and Scott E. Howe were each elected to three-year terms expiring at the 2029 Annual Meeting of Stockholders.
  • Equity plan share increase approved: Stockholders approved adding 2,500,000 shares to the Amended and Restated 2005 Equity Compensation Plan, with 49,911,265 votes for.
  • KPMG LLP ratified: Stockholders ratified KPMG LLP as independent registered public accountant for fiscal year 2027, with 55,355,493 votes for.
  • Merger compensation not approved: On an advisory, non-binding basis, stockholders did not approve merger-related executive compensation, with 44,262,875 votes against and 7,304,002 for.

LiveRamp Special Meeting: Merger Adoption, Director Elections, and Compensation Votes

According to the filing, LiveRamp Holdings, Inc. (NYSE:RAMP) held its 2026 Special Meeting of Stockholders on August 17, 2026. As of the record date of June 18, 2026, there were 60,786,315 shares of common stock issued and outstanding, each entitled to one vote per proposal. The meeting concerned, among other things, a proposed merger in which Covey Merger Sub, Inc. would be merged with and into LiveRamp, with LiveRamp surviving as a wholly owned direct subsidiary of MMS USA Holdings, Inc. Publicis Groupe, S.A. is named solely for the purposes of Section 10.14 of the Merger Agreement, according to the filing.

The merger agreement proposal passed with 51,578,202 votes for, 60,073 against, 53,553 abstentions, and 4,374,869 broker non-votes. Because sufficient votes existed to adopt the merger agreement, the Adjournment Proposal was not submitted to stockholders. For the director election, Timothy R. Cadogan received 43,597,228 votes for, Vivian Chow received 50,109,482 votes for, and Scott E. Howe received 50,162,023 votes for, with all three elected to the Board for three-year terms.

The filing also disclosed that, on an advisory and non-binding basis, the merger-related compensation proposal for named executive officers was not approved, with 44,262,875 votes against versus 7,304,002 votes for. The say-on-pay proposal covering general named executive officer compensation was approved on an advisory, non-binding basis with 50,803,383 votes for. The amended and restated 2005 Equity Compensation Plan, including the 2,500,000-share increase, was attached as Exhibit 10.1 to the filing. The filing was signed by Jerry C. Jones, EVP, Chief Ethics and Legal Officer and Secretary.

What Was Disclosed

LiveRamp Holdings disclosed Special Meeting voting results covering a merger agreement adoption, director elections, an equity plan share increase, auditor ratification, and two advisory compensation votes, all reported in an 8-K filed August 17, 2026.