Rambus Inc 8-K, filed May 4, 2021
Rambus Inc (RMBS)
About this 8-K
Rambus Inc filed this 8-K on May 4, 2021, reporting on events of April 29, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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| 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:
| (i) | 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 | ||||||||||||
| (ii) | ITEM 2 : Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 92,370,990 | 2,758,537 | 136,432 | — |
| (iii) | ITEM 3 : Advisory vote to approve named executive officer compensation: |
| For |
Against |
Abstain |
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. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |||
| 99.1 | Press Release, dated May 4, 2021. | |||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) | |||
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.
| Date: May 4, 2021 | Rambus Inc. | |||||
| /s/ Rahul Mathur | ||||||
| Rahul Mathur, Senior Vice President, Finance and Chief Financial Officer | ||||||
Exhibit 99.1
Karen Rogge Joins Rambus Board of Directors
SAN JOSE, Calif. — May 4, 2021 — Rambus Inc. (NASDAQ: RMBS), a provider of industry-leading chips and silicon IP making data faster and safer, today announced the addition of Karen Rogge to its Board of Directors.
Ms. Rogge is a proven executive with extensive finance and operations management experience at leading public technology companies including Hewlett Packard, Seagate Technology, and Extreme Networks, as well as private companies. She is president of the RYN Group LLC, a management consulting business. Ms. Rogge has served as a board director at Kemet Corporation, acquired by Yageo, and AeroCentury Corporation. Previously, she was CFO & senior vice president of Extreme Networks, a leading network solutions company. Prior to that, she was vice president of Corporate Finance, Treasurer, and Principal Accounting Officer at Seagate Technology. Earlier in her career, she held executive positions in finance and operations at Hewlett Packard.
“We are excited to welcome Karen to the Rambus board,” said Chuck Kissner, chairman of the Rambus Board of Directors. “She brings valuable board of director experience, expertise and insights to support the company’s strategic direction and ongoing growth.”
“Rambus’ products and technology are at the heart of some of today’s fastest growing markets,” said Ms. Rogge. “I am honored to join the board and look forward to helping guide the company in its future success.”
Ms. Rogge holds a Bachelor of Science in Business Administration with an accounting concentration, from California State University, Fresno and a Master of Business Administration degree from Santa Clara University.
Follow Rambus:
Company website: rambus.com
Rambus blog:rambus.com/blog
Twitter:@rambusinc
LinkedIn:www.linkedin.com/company/rambus
Facebook:¯www.facebook.com/RambusInc
About Rambus Inc.
Rambus is a provider of industry-leading chips and silicon IP making data faster and safer. With over 30 years of advanced semiconductor experience, we are a pioneer in high-performance memory subsystems that solve the bottleneck between memory and processing for data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences. For more information, visit rambus.com.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (408) 462-8306
cpasinetti@rambus.com
Source: Rambus Inc.