RAMP 8-K/A
LiveRamp Holdings, Inc. (RAMP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
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 18, 2026 (
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 18, 2026, LiveRamp Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) disclosing that Kristi Argyilan had been appointed to serve as a member of the Board of Directors (the “Board”), effective immediately. Ms. Argyilan was appointed to the class of directors whose term expires at the 2027 annual meeting of stockholders. Committee assignments for Ms. Argyilan were not determined as of the filing of the Initial Report. On May 13, 2026, the Board appointed Ms. Argyilan to serve as a member of the Governance/Nominating Committee of the Board.
As previously reported, on March 18, 2026, Brian O’Kelley, who served as a director of the Company since 2023, resigned from the Board. Mr. O’Kelley served as a member of the class of directors whose term expires at the 2028 annual meeting of stockholders. On May 13, 2026, the Board approved a reduction in the size of the Board from eight (8) directors to seven (7) directors to eliminate the vacancy resulting from Mr. O’Kelley’s resignation. The Board also completed a process to rebalance the membership of the Board so as to maintain the number of directors in each class of directors serving on the Board as nearly equal as possible, determining that one member of the Board should be redesignated from the class of directors whose term expires at the Company’s 2027 annual meeting of stockholders to the class of directors whose term expires at the Company’s 2028 annual meeting of stockholders. Accordingly, effective May 13, 2026, the Board, with the agreement of Ms. Argyilan, redesignated her as a member of the class of directors whose term expires at the 2028 annual meeting of stockholders.
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 | ||
| EVP, Chief Ethics and Legal Officer and Secretary |
Date: May 13, 2026