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|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2021, the board of directors (the “Board”) of LiveRamp Holdings, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Omar Tawakol to fill the newly created directorship. Mr. Tawakol’s term will expire, and he will stand for election by the Company’s stockholders, at the 2021 Annual Meeting of Stockholders so as to maintain an equal number of directors in each class of directors serving on the Board.
Mr. Tawakol will be compensated for his Board service in accordance with the standard compensation policy for the Company’s non-employee directors and will be eligible to participate in the LiveRamp Holdings, Inc. Directors’ Deferred Compensation Plan, each of which are more fully described in the “Non-Employee Director Compensation” section of the Company’s definitive proxy statement for the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on June 26, 2020. Mr. Tawakol has not been appointed to serve on any of the Board’s committees.
There are no arrangements or understandings between Mr. Tawakol and any other person pursuant to which he was selected to serve as a director of the Company, nor is he party to any related party transactions required to be reported pursuant to Item 404(a) of Regulation S-K.
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.|
|Jerry C. Jones|
Chief Ethics and Legal Officer &
Executive Vice President
Date: April 22, 2021