Submission of Matters to a Vote of Security Holders Form 8 K

As noted in Item 5.07 below, at the 2024 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") to increase the number of shares available under the 2005 Plan by 2,500,000. A summary of the material terms of the 2005 Plan, as amended and restated, is set forth on pages 17 through 28 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 28, 2024 (the "Proxy Statement"), as supplemented by the Company's Definitive Additional Materials on Schedule 14A filed with the SEC on July 8, 2024 and July 11, 2024. The summary and the foregoing description of the 2005 Plan are qualified in their entirety by reference to the text of the 2005 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.