8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 2021

LIVERAMP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38669	83-1269307
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

225 Bush Street, Seventeenth Floor

San Francisco, CA 94104

(Address of principal executive offices, including zip code)

(866) 352-3267

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.10 Par Value	RAMP	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 4, 2021, William J. Henderson, who has served as a director of LiveRamp Holdings, Inc. (the “Company”) since 2001, informed the Board of Directors of the Company of his intention not to stand for re-election at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”). He will continue to serve for the remainder of his current term which ends on the date of the Annual Meeting presently scheduled for August 10, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIVERAMP HOLDINGS, INC.
By:	/s/ Jerry C. Jones
	Jerry C. Jones
	Chief Ethics and Legal Officer & Executive Vice President

Date: February 9, 2021

XML

Document and Entity Information	Feb. 04, 2021
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000733269
Document Type	8-K
Document Period End Date	Feb. 04, 2021
Entity Registrant Name	LIVERAMP HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-38669
Entity Tax Identification Number	83-1269307
Entity Address, Address Line One	225 Bush Street
Entity Address, Address Line Two	Seventeenth Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
City Area Code	(866)
Local Phone Number	352-3267
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, $.10 Par Value
Trading Symbol	RAMP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false