Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




As noted in Item 5.07 below, at the 2022 Annual Meeting of Shareholders (the
"Annual Meeting") of LiveRamp Holdings, Inc. (the "Company"), the Company's
shareholders approved the amendment and restatement of the Company's Amended and
Restated 2005 Equity Compensation Plan (as amended and restated, the "2005
Plan") and the Amended and Restated LiveRamp Holdings, Inc. Employee Stock
Purchase Plan (as amended and restated, the "ESPP," together with the 2005 Plan,
the "Plans") to increase the number of shares available under the Plans by
4,500,000 and 1,000,000, respectively. Summaries of the material terms of the
Plans, as amended and restated, are set forth on pages 17 through 28 with
respect to the 2005 Plan and 29 through 31 with respect to the ESPP, of the
Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting,
which was filed with the Securities and Exchange Commission (the "SEC") on
June 24, 2022 (the "Proxy Statement"). Those summaries and the foregoing
descriptions of the Plans are qualified in their entirety by reference to the
text of the 2005 Plan, which is incorporated herein by reference to Exhibit 10.2
to the Company's Annual Report on Form 10-K filed with the SEC on May 24, 2022,
and the text of the ESPP, which is filed as Exhibit 10.2 to this Current Report
on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on August 9, 2022, at 11:30 a.m. PDT via the Internet at www.virtualshareholdermeeting.com/RAMP2022. The Company's shareholders voted on five proposals, and the final voting results for each of the proposals are described below.





1.      Election of Directors. Clark M. Kokich and Kamakshi Sivaramakrishnan
were elected to the Company's board of directors (the "Board") for three-year
terms expiring at the 2025 Annual Meeting of Shareholders by the following

votes:



Name                          Votes For         Votes Against       Votes Abstained       Broker Non-Votes
Clark M. Kokich                52,464,079          5,666,470              51,407               7,049,481
Kamakshi Sivaramakrishnan      56,581,044          1,558,279              42,633               7,049,481




As disclosed in the Proxy Statement, Mr. Richard P. Fox's service on the Board
ended on the date of the Annual Meeting.  We acknowledge with gratitude
Mr. Fox's ten years of service on the Board and his many contributions to the
Company and its management team.  The Board voted to reduce its size from nine
to eight members as a result of Mr. Fox's departure.



2.      Proposal to Increase the Number of Shares Available for Issuance under
the 2005 Plan. The shareholders approved an increase of 4,500,000 shares in the
number of shares available for issuance under the 2005 Plan by the following
votes:



 Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  40,873,498         17,280,831             27,627               7,049,481

3. Proposal to Increase the Number of Shares Available for Issuance under the ESPP. The shareholders approved an increase of 1,000,000 shares in the number of shares available for issuance under the ESPP by the following votes:





 Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  57,933,098          240,724                8,134               7,049,481







4.      Advisory Vote to Approve Named Executive Officer Compensation. The
shareholders approved, on an advisory basis, the compensation of the Company's
named executive officers as disclosed in the Proxy Statement by the following
votes:



 Votes For        Votes Against       Votes Abstained       Broker Non-Votes
  49,262,957         8,864,955              54,044               7,049,481

5. Ratification of Independent Registered Public Accountant. The shareholders ratified the selection of KPMG LLP as the Company's independent registered public accountant for fiscal year 2023 by the following votes:





 Votes For        Votes Against       Votes Abstained
  64,891,397          300,543               39,497

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.        Description

  10.1         Amended and Restated 2005 Equity Compensation Plan of LiveRamp
             Holdings, Inc. (previously filed on May 24, 2022, as Exhibit 10.2 to
             the Company's Annual Report on Form 10-K, Commission File
             No. 001-38669, and incorporated herein by reference)
  10.2         Amended and Restated LiveRamp Holdings, Inc. Employee Stock
             Purchase Plan
  104        Cover Page Interactive Data File

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