LiveRamp (RAMP) Proxy filing summary

Executive summary

• A special meeting will be held to vote on the proposed merger in which shareholders will receive $38.50 per share in cash, a 30% premium over the pre-announcement price.

• The board unanimously recommends approval of the merger, citing strategic benefits, certainty of value, and a thorough sale process involving multiple potential acquirers.

• Evercore Group L.L.C. provided a fairness opinion, concluding the merger consideration is fair from a financial point of view.

• If approved, the company will become a wholly owned subsidiary of the acquirer, and shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on the merger agreement, adjournment proposal, election of three directors, an increase in shares under the 2005 Equity Compensation Plan, say-on-pay, auditor ratification, and merger-related executive compensation.

• Approval of the merger requires at least 66 2/3% of outstanding shares; other proposals require a majority of votes cast.

• Appraisal rights are available for dissenting shareholders under Delaware law.

Board of directors and corporate governance

• The board consists of seven members, with staggered three-year terms and a focus on diversity and independence.

• Committees include Audit/Finance, Talent and Compensation, Executive, and Governance/Nominating, each with defined oversight roles.

• The board separates the roles of CEO and chairman and maintains robust evaluation and risk oversight processes.