LiveRamp (RAMP) Proxy filing summary

Executive summary

• A merger agreement was reached for the company to be acquired by MMS USA Holdings, Inc., with the company becoming a wholly owned subsidiary of Parent following the merger.

• The special meeting for shareholder approval of the merger is scheduled for August 17, 2026, and supplemental disclosures were issued to address shareholder litigation and demand letters.

• Forward-looking statements highlight anticipated synergies, integration plans, and risks related to the merger, including regulatory and shareholder approval uncertainties.

Voting matters and shareholder proposals

• Shareholders are being asked to vote on the approval of the merger agreement at a special meeting.

• Litigation and demand letters from shareholders allege deficiencies in disclosures, but the company maintains its disclosures are compliant and is supplementing them voluntarily.

Board of directors and corporate governance

• The board was regularly informed about discussions regarding management retention and compensation with Publicis, and authorized management to engage in these discussions.

• At the time of the merger agreement, only the CEO had finalized an employment agreement contingent on merger completion.