RAMBUS INC
For the period ended Apr 25, 2024. Filed Mar 8, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 8, 2024
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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
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 |
Rambus Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD VIRTUALLY ON APRIL 25, 2024
To our stockholders:
You are cordially invited to attend virtually the 2024 Annual Meeting of Stockholders (and any adjournments, postponements or other delays thereof, the “Annual Meeting”) of Rambus Inc. (“Rambus” or the “Company”). The Annual Meeting will be held virtually via live webcast athttp://www.virtualshareholdermeeting.com/RMBS2024 on April 25, 2024 at 9:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online and submit questions during the Annual Meeting by visiting the website listed above. You will also be able to vote your shares electronically during the Annual Meeting. The Annual Meeting will be held online only.
The following matters will be voted on during the Annual Meeting:
| 1. | Election of the four nominees named in the Proxy Statement as Class I directors; |
| 2. | Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | Advisory vote to approve named executive officer compensation; and |
| 4. | Such other business as may properly come before the Annual Meeting. |
These items of business are more fully described in the accompanying Proxy Statement, which is available athttp://www.proxyvote.com. Our 2023 Annual Report on Form 10-K for the year ended December 31, 2023, the Proxy Statement and the form of proxy card are first being mailed to stockholders on or about March 8, 2024.
Only stockholders of record as of February 28, 2024, may virtually attend, vote shares, and submit questions online during the Annual Meeting. Whether or not you plan to attend the Annual Meeting virtually, please vote athttp://www.proxyvote.com, call 1-800-690-6903 or follow the voting instructions in the Proxy Statement or on your proxy card. The Proxy Statement explains proxy voting and the matters to be voted on in more detail. Please read the Proxy Statement carefully. We look forward to your virtual attendance at the Annual Meeting.
By Order of the Board of Directors,
/s/ John Shinn
John Shinn
Senior Vice President, General Counsel and Secretary
San Jose, California
March 8, 2024
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIRTUALLY, PLEASE VOTE ATHTTP://WWW.PROXYVOTE.COMOR AS INSTRUCTED ON THE PROXY CARD, CALL 1-800-690-6903 OR SIGN, DATE AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE.
RAMBUS INC.
PROXY STATEMENT
FOR
2024 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.