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- Merger-Related Executive Compensation Rejected With 85.8% Opposition (new) — Strong stockholder pushback on change-in-control payments despite approving the underlying merger suggests concern about executive enrichment from the transaction.
- Director Cadogan Received 15.5% Opposition Vs ~3% For Other Directors (new) — Elevated opposition to one director election may indicate specific stockholder concerns about that board member's qualifications or performance.
LiveRamp stockholders approve Publicis merger but reject executive change-in-control pay
Filed August 17, 2026 · Period ending August 17, 2026 · ~1 min read
Key Changes
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high
Merger with Publicis subsidiary approved with 99.8% of votes cast (84.9% of outstanding shares), making LiveRamp a wholly owned subsidiary of the acquirer.
Item 5.07 verify on EDGAR → -
high
Stockholders rejected merger-related executive compensation with 85.8% opposition (44.3M votes against vs 7.3M for), signaling concern over change-in-control payments despite non-binding nature.
Item 5.07 verify on EDGAR → -
medium
Timothy Cadogan elected to board with 84.5% support (15.5% opposition), notably lower than co-directors Vivian Chow and Scott Howe who each received ~97% approval.
Item 5.07 verify on EDGAR → -
medium
Stockholders approved adding 2.5M shares to the 2005 Equity Compensation Plan with 96.8% support, expanding the employee equity pool.
Item 5.07 verify on EDGAR → -
low
Say-on-pay vote passed with 98.5% approval, indicating strong support for ongoing executive compensation practices.
Item 5.07 verify on EDGAR →
Summary
LiveRamp stockholders overwhelmingly approved the company's acquisition by Publicis Groupe subsidiary MMS USA Holdings, with 99.8% of votes cast in favor representing 84.9% of all outstanding shares. However, the same stockholders delivered a sharp rebuke to management on merger-related executive compensation, rejecting the advisory proposal with 85.8% opposition (44.3 million votes against versus 7.3 million for). While non-binding, this lopsided vote signals significant concern about change-in-control payments to executives in connection with the transaction—a notable tension given the strong support for the merger itself.
The special meeting also saw elevated opposition to director Timothy Cadogan's election, with 15.5% of votes cast against him compared to roughly 3% opposition for fellow directors Vivian Chow and Scott Howe. This disparity may reflect specific stockholder concerns about Cadogan's board service. Stockholders approved expanding the equity compensation plan by 2.5 million shares (96.8% support) and endorsed ongoing executive pay practices in the say-on-pay vote (98.5% approval), suggesting the compensation concerns are specific to the merger-related payments rather than broader pay philosophy.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing appears incomplete or truncated; Item 5.02 officer/director event disclosed but details not provided in submitted text.
Added in current filing · view on EDGAR →
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As noted in
The filing invokes Item 5.02, which covers departures, elections, appointments, or compensatory arrangements for directors and officers. However, the submitted text cuts off mid-sentence ('As noted in'), preventing determination of the specific event disclosed. The complete filing would detail whether this involves a departure, appointment, election, or compensation change.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
LiveRamp stockholders approved merger with Publicis subsidiary, elected directors, and approved equity plan expansion at special meeting.
Added in current filing · verify on EDGAR →
The stockholders adopted the Merger Agreement by the following votes: Votes | For | Votes | Against | Votes | Abstained | Broker | Non-Votes 51,578,202 60,073 53,553 4,374,869
Stockholders approved the merger with MMS USA Holdings (a Publicis Groupe subsidiary) with 51,578,202 votes for, 60,073 against, and 53,553 abstentions. This represents approximately 99.8% approval of votes cast (excluding broker non-votes). The merger will result in LiveRamp becoming a wholly owned subsidiary of the acquirer. At the record date, 60,786,315 shares were outstanding and entitled to vote, meaning the merger received support from approximately 84.9% of all outstanding shares.
Added in current filing · verify on EDGAR →
Timothy R. Cadogan, Vivian Chow and Scott E. Howe were elected to the Board of Directors for three-year terms expiring at the 2029 Annual Meeting of Stockholders by the following votes: Name | Votes | For | Votes | Against | Votes | Abstained | Broker | Non-Votes Timothy R. Cadogan 43,597,228 | 7,997,335 | 97,265 | 4,374,869 Vivian Chow | 50,109,482 | 1,486,477 | 95,869 | 4,374,869 Scott E. Howe 50,162,023 | 1,449,250 | 80,555 | 4,374,869
Three directors were elected to three-year terms. Timothy Cadogan received 84.5% support of votes cast (15.5% opposition), while Vivian Chow and Scott Howe each received approximately 97% support. Cadogan's elevated opposition level is notable compared to the other directors. As a percentage of shares outstanding, Cadogan received support from 71.7% of shares, Chow from 82.4%, and Howe from 82.5%.
Added in current filing · verify on EDGAR →
The stockholders approved an increase of 2,500,000 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 49,911,265 | 1,678,073 | 102,490 | 4,374,869
Stockholders approved adding 2,500,000 shares to the 2005 Equity Compensation Plan with 49,911,265 votes for and 1,678,073 against, representing 96.8% approval of votes cast. This expands the pool available for employee equity compensation. The approval represents 82.1% of shares outstanding.
Added in current filing · verify on EDGAR →
The stockholders, on an advisory (non-binding) basis, did not approve the merger-related compensation of the Company’s named executive officers by the following votes: Votes For | Votes Against | Votes Abstained | Broker Non-Votes 7,304,002 | 44,262,875 | 124,951 | 4,374,869
Stockholders rejected the advisory proposal on merger-related executive compensation with 7,304,002 votes for and 44,262,875 against, representing only 14.2% approval of votes cast. This strong opposition signals stockholder concern about change-in-control payments to executives in connection with the Publicis merger, though the vote is non-binding. The opposition represents 72.8% of shares outstanding voting against.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers by the following votes: Votes For | Votes Against | Votes Abstained | Broker Non-Votes 50,803,383 | 796,626 | 91,819 | 4,374,869
The advisory say-on-pay proposal passed with 50,803,383 votes for and 796,626 against, representing 98.5% approval of votes cast. This indicates strong stockholder support for executive compensation practices. The approval represents 83.6% of shares outstanding.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 18, 2026 · How we verify