LiveRamp Shareholders Approve MMS USA Merger in Key Vote

Key Points

• LiveRamp shareholders approved the proposed merger with MMS USA Holdings, with affirmative votes representing more than 77% of shares outstanding and entitled to vote. The preliminary results satisfy a key condition of the May 16, 2026 merger agreement.
• The special meeting had strong participation, with 92.23% of outstanding shares represented. Shareholders also reelected three directors and approved an equity-plan share increase, executive compensation on a non-binding basis, and KPMG as the fiscal 2027 auditor.
• A separate advisory proposal covering merger-related compensation for named executives failed, receiving affirmative support from only 14.16% of votes cast. LiveRamp expects to file certified final voting results with the SEC within four business days.

LiveRamp NYSE: RAMP stockholders approved the company’s proposed merger with MMS USA Holdings Inc. at a virtual special meeting, clearing a key shareholder-vote requirement for the transaction outlined in a May 16, 2026 merger agreement.

The merger proposal received affirmative votes representing more than 77% of LiveRamp shares issued and outstanding and entitled to vote at the meeting, according to preliminary results announced by Kathy Blackwell, inspector of election for Broadridge Shareholder Services.

Under the agreement, Covey Merger Sub Inc., a wholly owned direct subsidiary of MMS USA Holdings, will merge into LiveRamp. LiveRamp will survive the merger as a wholly owned direct subsidiary of MMS USA Holdings. Publicis Groupe SA is also a party to the agreement solely for purposes of Section 10.14, according to the meeting presentation.

Strong Participation at Special Meeting

Clark Kokich, LiveRamp’s chairman, said 60.8 million common shares were entitled to vote as of the June 18, 2026 record date. Holders of at least 56.1 million shares, or 92.23% of shares outstanding on the record date, were represented virtually or by proxy, establishing a quorum.

LiveRamp’s board had recommended that stockholders support the merger as well as the other matters presented at the meeting. Because the merger proposal passed, the company did not need to seek approval to adjourn the meeting to solicit additional proxies.

The voting results announced during the meeting were preliminary. LiveRamp said it expects to file certified final results with the Securities and Exchange Commission in a Form 8-K within four business days.

Directors Reelected, Equity Plan Expansion Approved

Stockholders also reelected Timothy R. Cadogan, Vivian Chow and Scott E. Howe to the board. Each nominee received affirmative votes representing more than 84% of votes cast, LiveRamp said.

The directors will each serve three-year terms ending at the company’s 2029 annual meeting of stockholders, unless they resign, are removed or otherwise leave office earlier.

Other approved proposals included:

• An increase in shares available for issuance under LiveRamp’s 2005 Equity Compensation Plan, which received more than 96% of votes cast.
• An advisory, non-binding vote on named executive officer compensation, or “say on pay,” which received more than 98% of votes cast.
• Ratification of KPMG LLP as LiveRamp’s independent registered public accounting firm for fiscal 2027, which also received more than 98% of votes cast.

Merger-Related Executive Compensation Vote Fails

Stockholders did not approve a separate advisory, non-binding proposal concerning compensation that may be paid or become payable to LiveRamp’s named executive officers based on or related to the merger. The merger compensation proposal received affirmative support from 14.16% of votes cast, Blackwell reported.

Following the conclusion of the formal voting business, Kokich adjourned the meeting. Corporate Secretary Jerry Jones moved for adjournment, and Lauren Dillard, LiveRamp’s executive vice president and chief financial officer, seconded the motion.

About LiveRamp (NYSE:RAMP)

LiveRamp Holdings, Inc is a leading provider of data connectivity and identity resolution services for marketers, publishers and platforms. The company's core technology enables organizations to link disparate data sources—such as CRM systems, web engagements and offline transaction records—into a single, privacy-safe view of individual consumers. By standardizing and anonymizing identifiers, LiveRamp's platform facilitates targeted media activation, measurement and analytics across digital, mobile, addressable TV and offline channels.

The company offers a suite of products designed to support every stage of the data lifecycle.

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