LiveRamp Holdings, Inc. (RAMP): director Not named took another position

Events in this filing

Item 5.02 as filed

Item 5.02.
Director and Officer Changes
In connection with the Merger, each member of
the board of directors of the Company as of immediately prior to the Effective Time resigned as a director of the Company, effective as
of the Effective Time. These resignations were in connection with the Merger and not a result of any disagreements between the Company
and the resigning directors on any matter relating to the Company’s operations, policies or practices. In addition, each executive
officer of the Company as of immediately prior to the Effective Time ceased to serve as an executive officer of the Company, effective
as of the Effective Time. In accordance with the Merger Agreement, from and after the Effective Time, the officers and directors of Merger
Sub immediately prior to the Effective Time became the officers and directors of the Surviving Corporation.
In accordance with the terms of the Merger Agreement, the Company approved the grant of an additional retention award to Matt Karasick,
the Company’s Chief Product Officer and a named executive officer, for a total retention amount of $1,625,000, which is inclusive
of the cash retention award that was previously approved and disclosed for Mr. Karasick in the definitive proxy statement filed by the
Company in respect of the Merger on July 6, 2026. The award is payable on the thirtieth day following the Effective Time (or such earlier date
as Parent may determine), contingent upon Mr. Karasick signing a mutually agreeable employment agreement on or before November 30, 2026.