Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 21, 2021, the board of directors (the "Board") of LiveRamp Holdings,
Inc. (the "Company") increased the size of the Board from nine to ten directors
and appointed Omar Tawakol to fill the newly created directorship. Mr. Tawakol's
term will expire, and he will stand for election by the Company's stockholders,
at the 2021 Annual Meeting of Stockholders so as to maintain an equal number of
directors in each class of directors serving on the Board.
Mr. Tawakol will be compensated for his Board service in accordance with the
standard compensation policy for the Company's non-employee directors and will
be eligible to participate in the LiveRamp Holdings, Inc. Directors' Deferred
Compensation Plan, each of which are more fully described in the "Non-Employee
Director Compensation" section of the Company's definitive proxy statement for
the 2020 Annual Meeting of Stockholders filed with the Securities and Exchange
Commission on June 26, 2020. Mr. Tawakol has not been appointed to serve on any
of the Board's committees.
There are no arrangements or understandings between Mr. Tawakol and any other
person pursuant to which he was selected to serve as a director of the Company,
nor is he party to any related party transactions required to be reported
pursuant to Item 404(a) of Regulation S-K.
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