{"url_path":"/sec/ramp/proxy/2026-05-18/000110465926063026","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/733269/0001104659-26-063026-index.html","accession_number":"0001104659-26-063026","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-063026-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":3156,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614904d5_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\nby the Registrant x\n\nFiled\nby a Party other than the Registrant ¨\n\nCheck\nthe appropriate box:\n\n¨\nPreliminary\nProxy Statement\n\n¨\n**Confidential,\nfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))**\n\n¨\nDefinitive\nProxy Statement\n\n¨\nDefinitive\nAdditional Materials\n\nx\nSoliciting\nMaterial under §240.14a-12\n\n**LIVERAMP HOLDINGS, INC.**\n\n(Name of Registrant as 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 an employee FAQ sheet made available to\nemployees of Registrant on May 17, 2026.*\n\n* *\n\n**Employee FAQ**\n\n**1.****What was announced?**\n\n●We\nannounced that LiveRamp has entered into a definitive agreement to be acquired by Publicis,\na global leader in communications, for $38.50 per share in cash.\n\n●This\nis a significant moment for LiveRamp – one that reflects the strength of our business,\nthe importance of our mission and, above all, the hard work and dedication of this team.\n\n●We\nexpect the transaction to close before year-end 2026, subject to regulatory approvals, approval\nby LiveRamp shareholders and other closing conditions.\n\n●Once\nthe transaction is completed, LiveRamp will operate as an independent business within Publicis,\nand Scott Howe will continue to lead LiveRamp as CEO.\n\n●Until\nthe transaction closes, the most important thing we can all do is stay focused on our day-to-day\nresponsibilities and continue delivering for our customers and partners.\n\n**2.****Who is Publicis Groupe? Why are they the right partner for LiveRamp\nand why is this the right next step in our journey?**\n\n●We\nhave long respected Publicis as a leader in the industry as well as a valued partner of LiveRamp.\n\n●Today’s\nannouncement is a natural next step in that relationship.\n\n●Publicis\nhas a strong track record of investing in businesses with significant potential, and we’re\nconfident that they’re the right strategic partner to help us expand our global presence,\naccelerate our next phase of growth, and bring our technology to more customers and partners\naround the world.\n\n●Together,\nLiveRamp and Publicis have an exciting opportunity as AI reshapes how companies use data\nto create value.\n\n●As\nAI evolves toward more agentic applications, we’re confident that LiveRamp and Publicis\nwill help enable customers to unlock even greater value through data co-creation and accelerate\ntheir business transformations.\n\n**3.****Why enter this transaction with Publicis instead of continuing\nas strategic partners?**\n\n●We\nhave long respected Publicis as a leader in the industry as well as a valued partner of LiveRamp.\n\n●Our\nexisting partnership built a foundation of understanding across our businesses and teams.\n\n●This\nacquisition will allow us to unlock deeper collaboration and growth opportunities for both\nbusinesses.\n\n** **\n\n**4.****How will LiveRamp and Epsilon operate within Publicis?**\n\n●Following\nclose, LiveRamp and Epsilon will operate as separate entities within Publicis.\n\n●LiveRamp\nis a technology company, and post-close, our financials will be reported within the Technology\nsegment at Publicis.\n\n●Epsilon\nis a managed service that enables direct consumer engagement and marketing activation.\n\n** **\n\n**5.****What does this transaction mean for LiveRamp’s strategy?**\n\n●This\ntransaction is about a change of ownership, not a change of strategy.\n\n●Our\nmission, customer-first approach and values that have guided our success remain as important\nas ever.\n\n●Once\nthe transaction is completed, LiveRamp will operate as an independent business within Publicis,\nand Scott Howe will continue to lead LiveRamp as CEO.\n\n●We\nare committed to maintaining operational neutrality and abiding by an independence charter\nfocused on open access, privacy and pricing controls and are confident that this structure\nwill enable us to do just that.\n\n●We\nlook forward to our next chapter with Publicis while we continue to execute against the same\nmission and customer commitments that have defined our success.\n\n**6.****What does this announcement mean for employees?**\n\n●We\nbelieve this transaction is an important next step in LiveRamp’s journey, and we expect\nit to benefit all of our stakeholders, including our team members.\n\n●Publicis\nrecognizes the value of what we have built, the strength of our team and the valuable role\nLiveRamp plays across the ecosystem.\n\n●Following\nthe completion of the transaction, LiveRamp will operate as an independent business within\nPublicis, and Scott Howe will continue to lead LiveRamp as CEO.\n\n●Furthermore,\nas part of a more global company with additional resources, we look forward to expanded growth\nand development opportunities for our team.\n\n●Importantly,\nthis is just the beginning of the process to bring our companies together. Until the transaction\nis completed, it is business as usual for all of us and there are no changes to how we operate.\n\n●We’ll\ncontinue to communicate openly as we move through this process.\n\n** **\n\n**7.****What are the next steps in this process?**\n\n●We\nexpect the transaction to close before year-end 2026, subject to regulatory approvals, approval\nby LiveRamp’s shareholders and other closing conditions.\n\n●Until\nthen, LiveRamp and Publicis will remain separate companies.\n\n●There\nis a dedicated team focused on this process to complete the transaction, as well as on integration\nplanning and how to best bring our two companies together.\n\n●While\nthis work remains underway, the most important thing we can all do is stay focused on our\nday-to-day responsibilities and continue delivering for our customers and partners.\n\n** **\n\n**8.****What do I tell customers who ask me about this transaction?**\n\n●You\ncan share that – while we’re looking forward to the benefits that Publicis will\nprovide – until the transaction closes, LiveRamp and Publicis will remain separate\ncompanies, and it is business as usual.\n\n●Post-close,\nLiveRamp will operate as an independent business within Publicis, and Scott Howe will continue\nto lead as CEO.\n\n●We\nare confident that this structure will allow us to preserve openness, interoperability and\na customer-first approach.\n\n●*If\nyou are not prepared to answer a specific question, be prepared to punt it, for example,\n\"We're happy to provide you with more specifics as we move forward.”*\n\n** **\n\n**9.****Will this transaction impact LiveRamp’s hiring?**\n\n●It\nis business as usual at LiveRamp, and as we've previously communicated, we will continue\nto hire.\n\n●We\nregularly review headcount as part of our normal course operation of the business, and we\nwill continue to make adjustments as appropriate to meet the needs of the Company.\n\n●Regarding\ntoday’s announcement, it is still very early in the process, and many details have\nyet to be worked out.\n\n●That\nsaid, Publicis recognizes the value of what we have built, the strength of our team and the\nvaluable role LiveRamp plays across the data ecosystem.\n\n●We\nexpect that operating as part of a more global company with additional resources will provide\nexpanded growth and development opportunities for our team.\n\n**10.****What is happening to my equity grants?**\n\n●At\nthe closing of the transaction, LiveRamp’s time-based equity awards will convert into\ntime-based cash awards based on the per share price payable by Publicis in the transaction\n($38.50 per share) and the number of LiveRamp shares subject to the equity award at closing.\n\n●These\ncash awards will continue to vest following close in accordance with the same terms that\napplied to the LiveRamp equity award prior to closing. We will share additional details regarding\nthe treatment of equity awards in the coming days as appropriate.\n\n**11.****What will happen to my current vested LiveRamp stock?**\n\n●All LiveRamp shareholders will receive $38.50 in cash per share\nupon close of the transaction.\n\n** **\n\n**12.****What will happen to my stock that vests between now and close?**\n\n●Until the transaction closes, LiveRamp and Publicis will remain\nseparate companies, and LiveRamp will continue to operate much as we do today.\n\n●That means that all stock grants will continue to vest in line\nwith previous schedules.\n\n** **\n\n**13.****Does this transaction impact compensation and employee benefits?**\n\n●Until\nthe transaction closes, LiveRamp and Publicis will remain separate companies, and LiveRamp\nwill continue to operate much as we do today.\n\n●Publicis has also agreed to keep employees’ total base\nsalary, bonus opportunity and benefits substantially comparable for a period of at least\none year after the closing.\n\n**14.****What does this transaction mean for the LiveRamp management\nteam?**\n\n●This\ntransaction is about a change of ownership, not a change of strategy.\n\n●Until\nthe transaction closes, LiveRamp and Publicis will remain separate companies.\n\n●Following\nclose, LiveRamp will operate as an independent business within Publicis, and Scott Howe will\ncontinue to lead LiveRamp as CEO.\n\n**15.****Will LiveRamp’s headquarters remain in San Francisco?**\n\n●Yes,\nLiveRamp’s headquarters will remain in San Francisco.\n\n**16.****Can I post about the news on social media?**\n\n●As\na public company, there are strict Securities and Exchange Commission (“SEC”)\nrules that govern what and how we are able to share information on social media about this\ntransaction.\n\n●While\nteam members can share and “like” posts that are sponsored by LiveRamp and the\nleadership team, they should refrain from creating new content or posting personal commentary,\nspeculation or opinions about the transaction so that we can all comply with SEC rules.\n\n●If\nyou are in doubt, please contact the Communications team via email: PR@liveramp.com.\n\n** **\n\n**17.****What does this mean for LiveRamp’s global expansion in\nIndia?**\n\n●LiveRamp’s\nglobalization efforts, including our global expansion in India, remain an important part\nof the Company, and there are no immediate changes tied to today’s announcement.\n\n●As\nwe look ahead, we believe this transaction better positions LiveRamp to pursue growth opportunities globally, and we will share updates\nas we move forward.\n\n**18.****Can I communicate with Publicis employees prior to the transaction\nclosing?**\n\n●If\nyour normal day-to-day responsibilities include communicating with Publicis, then it is important\nto continue those communications in a business as usual manner until the transaction closes.\n\n●You\nshould refrain from discussing or providing information to Publicis beyond what you provide\nin the ordinary course today, without first checking with legal counsel.\n\n●We\nexpect the transaction to close before year-end 2026, subject to regulatory approvals, approval\nby LiveRamp’s shareholders and other closing conditions.\n\n●Until\nthat time, LiveRamp and Publicis will remain separate companies.\n\n** **\n\n**19.****Are we still having our “Best Self Day” this Friday?**\n\n●Yes!\nLiveRamp is continuing to operate as normal, and this Friday’s “Best Self Day”\nis happening as previously scheduled.\n\n** **\n\n**20.****Are we still having SummerRamp?**\n\n●Yes!\nWe’re continuing to operate as normal and expect to host SummerRamp. More details on\nSummerRamp will be shared within the next week.\n\n**19. Are there any restrictions on buying or selling LiveRamp or\nPublicis stock?**\n\n●There are restrictions, and how they apply is similar to what\nalways applies: You should never trade when you are aware of material nonpublic information\n(MNPI) whether about LiveRamp, Publicis or any other company . And, today no one should trade\nas we are in a Black Out period.\n\n●Although the proposed acquisition transaction was publicly announced\ntoday, many people may continue to have access to MNPI relating to LiveRamp, the proposed\ntransaction, Publicis as the acquiring company, regulatory approvals, integration planning,\nfinancial performance, customer matters, timing and important employment-related issues.\n\n●The definition of MNPI is broad; it includes information that\nhas not been publicly disclosed that a reasonable investor would likely consider important\nin making an investment decision.\n\n●As always, all of us must continue to comply with our Insider\nTrading Policy and may not trade in the securities of either LiveRamp or Publicis while aware\nof Material Non-Public Information,\n\n●Existing blackout and pre-clearance procedures remain in effect\nunless the Legal Department specifically advises otherwise.\n\n●Please remember that all nonpublic information concerning the\ntransaction and the parties involved must be kept strictly confidential and should not be\ndiscussed externally, including on social media or with family members or friends.\n\n●If you have any questions regarding trading activity or confidentiality\nobligations, please contact the Legal Department before taking any action.\n\n**20. If I am not a leader\nand work in engineering or product and don't know anything about this and have equity vesting this week on Tuesday or later this week,\ncan I sell it?**\n\n●If all you know about this on Tuesday is what we are putting\nin the FAQs, Scott’s Town Hall or have publicly released, yes.\n\n**Forward-Looking Statements**\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 of the\nSecurities 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 regulatory,\nshareholder, or other approvals are not received or satisfied on a timely basis or at all; (3) the possibility that the transaction may\nbe more expensive to complete than anticipated, including as a result of unexpected factors or events, including those resulting from\nthe announcement, pendency or completion of the transaction; (4) risks that the new businesses will not be integrated successfully or\nthat the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits\nmay take longer to realize than expected; (5) failure to realize anticipated benefits of the combined operations; (6) risks relating\nto unanticipated costs of integration; (7) ability to hire and retain key personnel; (8) ability to successfully integrate the companies’\nbusinesses; (9) the potential impact of announcement or consummation of the proposed transactions on relationships with third parties,\nincluding clients, employees and competitors, including reputational risk; (10) ability to attract new clients and retain existing clients\nin the manner anticipated; (11) reliance on and integration of information technology systems; (12) suffering reduced profits or losses\nas a result of intense competition; or (13) potential litigation that may be instituted against LiveRamp or its directors or officers\nrelated to the proposed transaction or the merger agreement. The foregoing list of factors is not exhaustive. You should carefully consider\nthe foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in LiveRamp’s\nAnnual Report on Form 10-K for the year ended March 31, 2025, in Part I “Cautionary Statements Relevant to Forward-Looking Information”\nand Part I, Item 1A, “Risk Factors,” as updated by subsequent Quarterly Reports on Form 10-Q, which are filed with the Securities\nand Exchange Commission (the “SEC”) and those described in documents Publicis has filed with the Autorité des Marchés\nFinanciers (the French securities regulator). The parties do not undertake, nor do they have, any obligation to provide updates or to\nrevise any forward-looking statements.\n\n**NO OFFER OR SOLICITATION**\n\n** **\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 the\nproposed 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 THE\nPRELIMINARY 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\n** **\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, including\na description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement when\nit 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 of changes in\nbeneficial ownership filed with the SEC by LiveRamp’s directors and executive officers; and in other documents subsequently filed\nby 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.\n\n** **"}