LiveRamp Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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LiveRamp Holdings, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING

AND 2024 PROXY STATEMENT

225 Bush Street, 17th Floor

San Francisco, CA 94104

888-987-6764

www.LiveRamp.com

Please join us for the 2024 Annual Meeting of Shareholders of LiveRamp Holdings, Inc. (the “Company”). The meeting will be held on August 13, 2024, at 11:30 a.m. PDT via the internet at www.virtualshareholdermeeting.com/RAMP2024.

The meeting will be held for the following purposes:

To elect as directors the three nominees named in the attached Proxy Statement for a three-year term expiring in 2027;

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To approve an increase in the number of shares available for issuance under the Company’s Amended and Restated 2005 Equity Compensation Plan (the “2005 Plan”);

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To approve an amendment to the Company’s Certificate of Incorporation to limit the liability of certain officers of the Company;

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To approve, on an advisory (non-binding) basis, the compensation of our named executive officers;

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To ratify the selection of KPMG LLP as the Company’s independent registered public accountant for fiscal year 2025; and

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To transact any other business that may properly come before the 2024 Annual Meeting or any postponement or adjournment thereof.

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Only holders of the Company’s common stock of record at the close of business on June 18, 2024 are entitled to notice of and to vote during the 2024 Annual Meeting or any postponement or adjournment thereof. Details regarding the business to be conducted during the 2024 Annual Meeting are more fully described in the accompanying Proxy Statement.

As in previous years, we will again take advantage of the rules of the Securities and Exchange Commission that allow us to furnish our proxy materials electronically over the Internet. As a result, we are sending a notice of Internet availability of the proxy materials, rather than a full paper set of the proxy materials, to many of our shareholders. The notice of availability contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of the proxy materials. This distribution process will contribute to our sustainability efforts and will reduce the costs of printing and distributing our proxy materials.

By Order of the Board of Directors

Jerry C. Jones

Executive Vice President, Chief Ethics and Legal Officer and Secretary

June 28, 2024

WHETHER OR NOT YOU PLAN TO ATTEND THE 2024 ANNUAL MEETING, PLEASE VOTE AS SOON AS POSSIBLE TO RECORD YOUR VOTE PROMPTLY. PRIOR TO THE 2024 ANNUAL MEETING YOU MAY VOTE ON THE INTERNET, BY TELEPHONE OR BY MAIL.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting To Be Held on August 13, 2024:​

The Company’s Proxy Statement and Annual Report on Form 10-K for fiscal year 2024 are available electronically athttps://investors.liveramp.com/financial-information/annual-reports-proxies andwww.proxyvote.com.

LiveRamp Holdings, Inc. Notice of 2024 Annual Meeting and Proxy Statement