{"url_path":"/sec/ramp/proxy/2026-05-18/000110465926063027","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/733269/0001104659-26-063027-index.html","accession_number":"0001104659-26-063027","cik":"0000733269","ticker":"RAMP","issuer_name":"LiveRamp Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/733269/0001104659-26-063027-index.html","primary_entity_key":"0000733269","primary_entity_name":"LiveRamp Holdings, Inc."},"word_count":1268,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614904d6_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\nHOLDINGS, 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 LinkedIn posts shared with the public on\nMay 17, 2026.*\n\n* *\n\n* *\n\n* *\n\n**\n\n* *\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 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** **"}