{"url_path":"/sec/ramp/8-k/2026-05-18/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 ****Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062908-index.html","accession_number":"0001104659-26-062908","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-062908-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":522,"has_tables":true,"body_markdown":"**Item 5.03.****Amendments to Articles of Incorporation or Bylaws; Change to Fiscal Year.**\n\n \n\nOn May 15, 2026, the Company Board approved\nan amendment and restatement to the Company’s Second Amended and Restated Bylaws (the “Bylaws”, and such amendment\nand restatement, the “Third Amended and Restated Bylaws”). The Third Amended and Restated Bylaws became effective on\nMay 15, 2026.\n\n \n\n \n\n \n\n \n\nThe Third Amended and Restated Bylaws provide\nthat, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware\n(or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or, if neither such\ncourt has jurisdiction, any other state court located within the State of Delaware) shall be the sole and exclusive forum for (i) any\nderivative action or proceeding brought on behalf of the Company, (ii) any action asserting for or based upon a claim of breach of\na fiduciary duty owed by any current or former director, officer or employee of the Company to the Company or the Company’s stockholders,\nincluding a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against\nthe Company or any current or former director, officer or employee of the Company arising pursuant to any provision of the DGCL, the Certificate\nof Incorporation or the Bylaws (in each case, as they may be amended from time to time), (iv) any action asserting a claim related\nto or involving the Company that is governed by the internal affairs doctrine (as defined by or used in case law under the laws of the\nState of Delaware), or (v) any action asserting an “internal corporate claim” as the term is defined in Section 115\nof the DGCL. The Third Amended and Restated Bylaws also provide that, unless the Company consents in writing to the selection of an alternative\nforum, to the fullest extent permitted by law, the federal district courts of the United States shall be the sole and exclusive forum\nfor any claim arising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time\nto time); provided, however, that if such bylaws are, or the application of such bylaw to any person or any circumstance is, illegal,\ninvalid or unenforceable, the Court of Chancery of the State of Delaware shall be the sole and exclusive state court forum for any claim\narising under the Securities Act or any rule or regulation promulgated thereunder (in each case, as amended from time to time).\n\n \n\nAny person or entity purchasing or otherwise acquiring\nor holding any interest in shares of capital stock of the Company is deemed to have notice of and consented to the provisions of the bylaw\namendment.\n\n \n\nThe foregoing description of the Third Amended\nand Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Amended\nand Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference."}