Proxy Results, Management Change/Compensation (Form 8-K)

As noted in Item 5.07 below, at the 2026 Special Meeting of Stockholders (the "Special Meeting") of LiveRamp Holdings, Inc. (the "Company"), held in lieu of an annual meeting, the Company's stockholders approved the amendment and restatement of the Company's Amended and Restated 2005 Equity Compensation Plan (as amended and restated, the "2005 Plan") to increase the number of shares available under the 2005 Plan by 2,500,000. A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 97 through 107 of the Company's Definitive Proxy Statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission (the "SEC") on July 6, 2026 (the "Proxy Statement"). The summary and the foregoing description of the 2005 Plan are qualified in their entirety by reference to the text of the 2005 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On August 17, 2026, the Company held the Special Meeting to, among other things, consider and vote upon certain proposals related to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 16, 2026, by and among the Company, MMS USA Holdings, Inc., a Delaware corporation ("Parent"), Covey Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of Parent ("Merger Sub"), and solely for the purposes of Section 10.14 of the Merger Agreement, Publicis Groupe, S.A., a French société anonyme, pursuant to which, among other things, Merger Sub will be merged with and into the Company, with the Company surviving the Merger as a wholly owned direct subsidiary of Parent (the "Merger"). As of the close of business on June 18, 2026, the record date for the Special Meeting, there were a total of 60,786,315 shares of common stock, par value $0.10 per share, of the Company ("Common Stock") issued and outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 56,066,697 shares of Common Stock, or approximately 92.23% of the Common Stock issued and outstanding as of the record date, were represented in person or by proxy, which constituted a quorum for the Special Meeting. The Company's stockholders voted on the following proposals, and the final voting results for each of the proposals are described below.

1.            Merger Agreement Proposal. The stockholders adopted the Merger Agreement by the following votes:

2.            Adjournment Proposal. In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, and any adjourned session of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement (the "Adjournment Proposal"). Because there were sufficient votes to approve the Merger Agreement, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.