RMBS Rambus

Filed: 4 May 21, 5:01pm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 29, 2021



Rambus Inc.

(Exact name of registrant as specified in its charter)




Delaware 000-22339 94-3112828

(State or other jurisdiction

of incorporation)



File Number)


(I. R. S. Employer

Identification No.)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(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:


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





Name of Each Exchange

on Which Registered

Common Stock, $.001 Par Value RMBS The NASDAQ Stock Market LLC
  (The NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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 5.07.

Submission of Matters to a Vote of Security Holders.

On April 29, 2021, Rambus Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). There were 112,494,656 shares of the Company’s common stock outstanding as of March 3, 2021 (the “Record Date”), of which 95,265,959 shares were present and entitled to vote at the Annual Meeting, constituting 84.68% of the shares outstanding as of the Record Date. The proposals considered at the Annual Meeting, each of which passed, are described in detail in the Company’s 2021 Proxy Statement. The proposals and the vote with respect to each such matter are set forth below:



ITEM 1 : Election of five Class II directors for a term of two years expiring in 2023:


Name  For   Against   Abstain   Broker Non-Votes 

Emiko Higashi

   60,167,289    26,245,511    35,485    8,817,674 

Meera Rao

   70,586,477    15,825,573    36,235    8,817,674 

Karen Rogge

   81,669,134    4,744,897    34,254    8,817,674 

Sanjay Saraf

   80,321,611    6,091,224    35,450    8,817,674 

Eric Stang

   78,506,994    7,907,031    34,260    8,817,674 



ITEM 2 : Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021:








Broker Non-Votes

92,370,990  2,758,537  136,432  —  



ITEM 3 : Advisory vote to approve named executive officer compensation:








Broker Non-Votes

84,913,408  1,391,154  143,723  8,817,674


Item 8.01.

Other Events.

New Director

With the election of five Class II directors at the Annual Meeting, the Board welcomed Karen Rogge as a new director. After the Annual Meeting, Ms. Rogge was appointed to the Audit Committee of the board of directors (the “Board”). Additional details are provided in the press release attached hereto as Exhibit 99.1.

Committee Composition

In connection with the Annual Meeting, the Board also approved the composition of the committees of the Board, as follows:

Audit Committee: Meera Rao (Chair), Charles Kissner, James Mitarotonda and Karen Rogge

Compensation Committee: Eric Stang (Chair), Sanjay Saraf and Necip Sayiner

Corporate Governance/Nominating Committee: Emiko Higashi (Chair), Charles Kissner and Eric Stang

Corporate Development Committee: Necip Sayiner (Chair), Emiko Higashi and Sanjay Saraf


Item 9.01.

Financial Statements and Exhibits.








 99.1  Press Release, dated May 4, 2021.
         104  Cover Page Interactive Data File (formatted in Inline XBRL)


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.


Date: May 4, 2021   Rambus Inc.

/s/ Rahul Mathur


Rahul Mathur, Senior Vice President, Finance and

Chief Financial Officer