{"url_path":"/sec/ramp/proxy/2026-05-18/000110465926063020","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-063020-index.html","accession_number":"0001104659-26-063020","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-063020-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":1915,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614904d2_defa14a.htm\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\nProxy Statement Pursuant to Section 14(a) of\n\nthe Securities Exchange Act of 1934 (Amendment\nNo. )\n\nFiled by the Registrant x\n\nFiled by a Party other than the Registrant\n¨\n\nCheck the appropriate box:\n\n¨\nPreliminary Proxy Statement\n\n¨\n**Confidential, for Use of the Commission Only (as\npermitted by Rule 14a-6(e)(2))**\n\n¨\nDefinitive Proxy Statement\n\n¨\nDefinitive Additional Materials\n\nx\nSoliciting Material under §240.14a-12\n\n**LIVERAMP\nHOLDINGS, INC.**\n\n(Name of Registrant\nas Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check the appropriate box):\n\nx\nNo\nfee required.\n\n¨\nFee\npaid previously with preliminary materials.\n\n¨\nFee computed\non table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n*The following contains emails sent to customers and partners on\nbehalf of Registrant on May 17, 2026.*\n\n**Customer/Partner\nEmail**\n\n**Subject:**\nExciting News for LiveRamp\n\nWe\njust announced that LiveRamp has entered into an agreement to be acquired by Publicis, a global leader in communications. This transaction\nwill enable us to build on the momentum underway across our business and deliver even greater value for our customers and partners. You\ncan read the press release here.\n\nWe have long respected Publicis as a leader in the industry as well\nas a valued partner of LiveRamp. Today’s announcement is a natural next step in that relationship, and serves as a testament to\nthe valuable role LiveRamp plays across the data ecosystem.\n\nPublicis has a strong track record of investing in and scaling high-potential\nbusinesses, and we believe their support will help us expand our global presence, accelerate our next phase of growth, and bring our\ntechnology to more customers and partners around the world. As AI evolves toward more agentic applications, we’re confident that\nLiveRamp and Publicis will be well-positioned to enable truly end-to-end business transformation.\n\nWhile today’s announcement is an important milestone for LiveRamp,\nthis is only the first step in the process. We expect the transaction to close before year-end 2026, subject to regulatory approvals,\napproval by LiveRamp’s shareholders and other closing conditions. Until then, LiveRamp and Publicis will continue to operate separately\nand it is business as usual. Your points of contact, billing processes and day-to-day engagement with our team remain the same.\n\nOur team is committed to ensuring that this is a seamless transition\nfor all our customers and partners. To that end, following close, LiveRamp will operate as an independent business within Publicis, and\nI will continue to lead LiveRamp as CEO. We’ve attached an FAQ on today’s news, but please don’t hesitate to reach\nout to your usual contact with any additional questions.\n\nWe want to thank you for your continued support of LiveRamp, and we\nlook forward to building upon our partnership.\n\nSincerely,\n\nScott Howe\n\nCEO, LiveRamp\n\n**Open\nPipeline Email**\n\n**Subject:**\nExciting News for LiveRamp\n\nDear Valued Customer,\n\nI wanted\nto personally share some exciting news regarding LiveRamp. Today, we announced that LiveRamp has entered into an agreement to be acquired\nby Publicis, a global leader in communications. You can read the press release here.\n\nAs we continue the work underway together, I\nwant to personally reinforce that this announcement does not change our commitment to your business, your priorities, or the opportunities\nwe are pursuing together. Whether we are in the middle of an evaluation, expanding our partnership, or working through active commercial\ndiscussions, our teams remain fully focused on supporting you and helping you achieve your goals.\n\nIn many ways,\nthis announcement strengthens our ability to execute against the opportunities we have been discussing together. We have long\nrespected Publicis as a leader in the industry, as well as a valued partner of LiveRamp. As we move into this next chapter with Publicis,\nwe are confident they will provide LiveRamp with additional scale, investment, and global reach to accelerate innovation.\n\nImportantly, following close, LiveRamp will operate\nas an independent business within Publicis, and Scott Howe will continue to lead LiveRamp as CEO. Your existing points of contact, commercial\nengagements, active evaluations, and contracting processes remain unchanged.\n\nWe also recognize that announcements like this can\nnaturally raise questions. We have attached an FAQ, and I would be happy to connect directly to discuss in more detail.\n\nWhile today\nmarks an important milestone, this is only the first step in the process. The transaction is expected to close before year-end\n2026, subject to regulatory approvals, approval by LiveRamp shareholders, and other closing conditions. Until then, LiveRamp and Publicis\nwill continue to operate separately.\n\nWe appreciate your partnership and the trust you continue\nto place in LiveRamp. We are excited about what this next chapter will enable for our customers and partners around the world.\n\nSincerely,\n\n**Forward-Looking\nStatements**\n\nThis communication contains forward-looking statements\nwithin the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E\nof the Securities Exchange Act of 1934, as amended, concerning Publicis, LiveRamp, the proposed transaction and other matters. Forward-looking\nstatements contained herein could include, among other things, statements regarding the anticipated timing of the consummation of the\nproposed transaction; statements about management’s confidence in and strategies for performance of the combined businesses; expectations\nfor new and existing products, technologies and opportunities; and expectations regarding growth, sales, cash flows, and earnings. Forward-looking\nstatements can be identified by the use of such terms as “may,” “could,” “expect,” “anticipate,”\n“intend,” “believe,” “likely,” “estimate,” “outlook,” “plan,”\n“contemplate,” “project,” “target” or other comparable terms. These forward-looking statements are\nnot guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number\nof risks and uncertainties, many of which are outside the parties’ control. Many factors could cause actual future events to differ\nmaterially from the forward-looking statements in this communication including, but not limited to: (1) failure of the closing conditions\nin the merger agreement to be satisfied, or any unexpected delay in closing the proposed transaction or the occurrence of any event,\nchange, or other circumstance that could give rise to the right of one or multiple of the parties to terminate the definitive agreement\nbetween Publicis and LiveRamp; (2) the possibility that the transaction does not close when expected or at all because required\nregulatory, shareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that\nthe transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, including\nthose resulting from the announcement, pendency or completion of the transaction; (4) risks that the new businesses will not be\nintegrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies\nand growth or that such benefits may take longer to realize than expected; (5) failure to realize anticipated benefits of the combined\noperations; (6) risks relating to unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability\nto successfully integrate the companies’ businesses; (9) the potential impact of announcement or consummation of the proposed\ntransactions on relationships with third parties, including clients, employees and competitors, including reputational risk; (10) ability\nto attract new clients and retain existing clients in the manner anticipated; (11) reliance on and integration of information technology\nsystems; (12) suffering reduced profits or losses as a result of intense competition; or (13) potential litigation that may be instituted\nagainst LiveRamp or its directors or officers related to the proposed transaction or the merger agreement. The foregoing list of factors\nis not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’\nbusinesses, including those described in LiveRamp’s Annual Report on Form 10-K for the year ended March 31, 2025, in\nPart I “Cautionary Statements Relevant to Forward-Looking Information” and Part I, Item 1A, “Risk Factors,”\nas updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities and Exchange Commission (the “SEC”)\nand those described in documents Publicis has filed with the Autorité des Marchés Financiers (the French securities regulator).\nThe parties do not undertake, nor do they have, any obligation to provide updates or to revise any forward-looking statements.\n\n**NO OFFER OR SOLICITATION**\n\nThis communication does not constitute an offer\nto sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale\nof securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the\nrequirements of Section 10 of the Securities Act of 1933, as amended, and applicable regulations.\n\n**ADDITIONAL INFORMATION AND WHERE TO FIND IT**\n\nIn connection with the proposed transaction,\nLiveRamp Holdings, Inc. will be filing documents with the SEC, including preliminary and definitive proxy statements relating to\nthe proposed transaction (the “proxy statement”). The definitive proxy statement will be mailed to LiveRamp’s shareholders\nin connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ\nTHE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION\nOR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT\nTHE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at LiveRamp’s shareholder meeting to approve the proposed\ntransaction should be made only on the basis of the information contained in LiveRamp’s proxy statement and documents incorporated\nby reference therein. Investors and security holders may obtain free copies of these documents (when they are available) and other related\ndocuments filed with the SEC at the SEC’s website at www.sec.gov or on LiveRamp’s website at www.liveramp.com.\n\n**PARTICIPANTS IN THE SOLICITATION**\n\nPublicis, LiveRamp and their respective directors\nand certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from the shareholders\nof LiveRamp in respect of the proposed transactions contemplated by the proxy statement. Information regarding the persons who are, under\nthe rules of the SEC, participants in the solicitation of the shareholders of LiveRamp in connection with the proposed transaction,\nincluding a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement\nwhen it is filed with the SEC. Information about the directors and executive officers of LiveRamp and their ownership of shares of LiveRamp\ncommon stock and other securities of LiveRamp can be found in the sections entitled “Nominees and Continuing Directors,”\n“Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” and “Non-Employee\nDirector Compensation” included in LiveRamp’s proxy statement in connection with its 2025 Annual Meeting of Shareholders,\nfiled with the SEC on June 27, 2025; in the Form 3 and Form 4 initial statements of beneficial ownership and statements\nof changes in beneficial ownership filed with the SEC by LiveRamp’s directors and executive officers; and in other documents subsequently\nfiled by LiveRamp with the SEC, including LiveRamp’s proxy statement relating to the proposed transaction when it becomes available.\nInvestors and security holders may obtain free copies of these documents and other related documents filed with the SEC at the SEC’s\nwebsite at www.sec.gov or on LiveRamp’s website at www.liveramp.com."}