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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 2024
LIVERAMP
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
001-38669 |
83-1269307 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
225
Bush Street, Seventeenth
Floor
San
Francisco, CA
94104
(Address of principal executive offices) (Zip
Code)
Registrants telephone
number, including area code: (888)
987-6764
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $.10 Par Value |
|
RAMP |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405
of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure |
Attached as Exhibit 99.1
and incorporated by reference herein is a press release dated August 14, 2024 issued by LiveRamp
Holdings, Inc. (the “Company”).
The information set forth
under this “Item 7.01. Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any
filing made by the Company pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates
by reference any or all of such information by express reference thereto.
On August 14, 2024,
the Company announced that its Board of Directors approved an amendment to the Company’s existing share repurchase program, which
was initially adopted in 2011, to (i) authorize an additional $200 million in repurchases (the “Authorization Increase”),
thereby increasing the total amount authorized for repurchase under the Company’s share repurchase program to $1.3 billion and
(ii) extend its duration through December 31, 2026. Prior to the Authorization Increase, the Company has utilized $978 million,
leaving remaining capacity of $122 million under the share repurchase program. With the Authorization Increase, the Company has $322
million in remaining capacity under the share repurchase program. As part of the share repurchase program, shares may be purchased in
open market transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act.
The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion, and the share repurchase
program may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to
acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18,
which sets certain restrictions on the method, timing, price and volume of open market share repurchases.
Forward Looking Statements
This Item 8.01 contains forward-looking
statements about the Company’s share repurchase program, including statements regarding how and when the Company may execute repurchases.
These statements, which are not statements of historical fact, are based on management’s current estimates, assumptions, projections
and/or expectations and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company’s control
and are difficult to predict, including, but not limited to, potential changes in the market price of the Company’s common stock
and changes in the Company’s operating results, financial condition and cash requirements. These forward-looking statements are
not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual
results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.
The forward-looking statements
contained in this Form 8-K are also subject to other risks and uncertainties, including those described in the Company’s Annual
Report on Form 10-K for the period ended March 31, 2024, the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024 and from time to time other filings with the U.S. Securities and Exchange Commission.
Shareholders of the Company
are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made.
The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new
information after the date of this press release, or to reflect the occurrence of unanticipated events.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
LIVERAMP HOLDINGS, INC. |
|
|
|
|
By: |
/s/ Jerry C. Jones |
|
|
Jerry C. Jones
EVP, Chief Ethics and Legal Officer and Secretary |
Date: August 14, 2024 |
|
|
Exhibit 99.1
LiveRamp
Increases Share Repurchase Authorization and Extends Program to December 31, 2026
SAN
FRANCISCO, Calif., August 14, 2024 – LiveRamp® (NYSE: RAMP), the leading data collaboration platform,
today announced that its Board of Directors increased the Company’s share repurchase authorization by $200 million to $1.3 billion
and extended the expiration by two years to December 31, 2026.
Fiscal year-to-date the Company has repurchased
$35 million in stock, including $19 million repurchased during the ongoing fiscal second quarter through August 14, 2024. With this
program expansion, the Company has approximately $322 million currently available for share repurchases through the end of calendar 2026.
Commenting
on the announcement, CEO Scott Howe said, “We have a long history of returning capital to shareholders through our share repurchase
program. At the current share price, we think accelerating our share repurchase program represents a particularly attractive investment.
Between our current cash balance and the free cash flow we expect to generate this fiscal year, we have ample financial resources to take
advantage of the recent share price dislocation.”
The timing
and amounts of any purchases will be based on market conditions and other factors, including price and capital availability. The Company
reserves the right to modify or terminate this program and authorization at any time.
About
LiveRamp
LiveRamp is a global technology company that helps
companies build enduring brand and business value by collaborating responsibly with data. A groundbreaking leader in consumer privacy,
data ethics and foundational identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer
trust. Our best-in-class enterprise platform enables data collaboration, where companies can share first-party consumer data with trusted
business partners securely and in a privacy conscious manner. We offer flexibility to collaborate wherever data lives to support a wide
range of data collaboration use cases — within organizations, between brands, and across our global network of premier partners.
Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp
to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on
the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide.
Learn more at LiveRamp.com.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995, as amended, including statements regarding how and when the Company may execute repurchases. These statements, which are
not statements of historical fact, are based on management’s current estimates, assumptions, projections and/or expectations
and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company’s control and are
difficult to predict, including, but not limited to, potential changes in the market price of the Company’s common stock and
changes in the Company’s operating results, financial condition and cash requirements. These forward-looking statements are
not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s
actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking
statements. For a discussion of these and other risks and uncertainties, please refer to the Company’s Annual Report on
Form 10-K for our fiscal year ended March 31, 2024, and the Company’s Quarterly Reports on Form 10-Q issued in
fiscal year 2025. The financial information set forth in this press release reflects estimates based on information available at
this time. The Company assumes no obligation and does not currently intend to update these forward-looking statements.
For
more information, please contact:
Investor.Relations@LiveRamp.com
LiveRamp®
and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All
other marks are the property of their respective owners.
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