LiveRamp (RAMP) Proxy filing summary

Executive summary

• A special meeting is scheduled for August 17, 2026, to vote on the proposed merger with MMS USA Holdings, Inc., a subsidiary of Publicis Groupe S.A., where each share will be converted into $38.50 in cash, representing a 30% premium over the pre-announcement price.

• The board unanimously recommends approval, citing the fairness opinion from Evercore, a robust sale process, and the certainty of value compared to standalone prospects.

• The merger is subject to regulatory approvals, including antitrust and CFIUS, and is expected to close by December 31, 2026, if all conditions are met.

Voting matters and shareholder proposals

• Proposals include adopting the merger agreement, potential adjournment to solicit more votes, election of three directors, increasing shares under the 2005 Equity Compensation Plan, advisory votes on executive compensation and merger-related compensation, and ratification of KPMG as auditor.

• Approval of the merger requires at least 66 2/3% of outstanding shares; other proposals require a majority of votes cast.

• Appraisal rights are available for dissenting shareholders who follow Delaware law procedures.

Board of directors and corporate governance

• The board consists of seven members, with three up for election for three-year terms; diversity and independence are emphasized.

• Committees include Audit/Finance, Talent and Compensation, Executive, and Governance/Nominating, each with defined oversight roles.

• The board separates the roles of CEO and chairman and conducts annual evaluations of board and committee performance.