Rambus Inc 8-K, filed Jul 31, 2020
Rambus Inc (RMBS)
About this 8-K
Rambus Inc filed this 8-K on July 31, 2020, reporting on events of July 30, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I. R. S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
1050 Enterprise Way, Suite 700
Sunnyvale, CA 94089
(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 |
Trading Symbol(s) |
Name of each exchange on which registered | ||
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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Appointment of Gregory Lang as Director.
On July 30, 2020, the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) appointed Gregory Lang, age 57, to be a member of the Board as a Class I director, effective immediately and to stand for reelection at the annual meeting of the Company to be held in 2022. In connection with its appointment of Mr. Lang, the Board resolved that the size of the Board be increased from seven to eight.
There are no arrangements or understandings between Mr. Lang and any other persons pursuant to which Mr. Lang was named a director of the Company. Mr. Lang does not have any family relationship with any of the Company’s directors or executive officers. Mr. Lang has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K.
Mr. Lang was appointed to the Corporate Development Committee of the Board effective immediately. After giving effect to Mr. Lang’s appointment, the Corporate Development Committee is composed of Emiko Higashi, as chair, Necip Sayiner and Mr. Lang. The Board also approved a reconstitution of the Compensation Committee to now consist of Eric Stang, as chair, Sanjay Saraf and Necip Sayiner. Currently, our other two standing committees are the Audit Committee, consisting of Charles Kissner, as chair, Emiko Higashi and Meera Rao, and the Corporate Governance / Nominating Committee, consisting of Eric Stang, as chair, Sanjay Saraf and Charles Kissner.
Mr. Lang will receive standard compensation, including a cash retainer and restricted stock unit and option grants available to non-employee directors of the Company.
Mr. Lang will enter into the Company’s standard form of indemnification agreement.
Attached to this Form 8-K is a press release regarding the appointment of Mr. Lang as a Director of the Company. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 — Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated July 30, 2020. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
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: July 31, 2020 | Rambus Inc. | |||||
| /s/ Jae Kim | ||||||
| Jae Kim | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||
Exhibit 99.1
PRESS RELEASE
Greg Lang Joins Rambus Board of Directors
Proven technology executive brings 30 years of semiconductor industry leadership experience
SUNNYVALE, Calif. — Jul. 30, 2020 — Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider dedicated to delivering data faster and safer, today announced the appointment of Greg Lang to its Board of Directors, effective immediately.
Mr. Lang is a proven technology executive with over 30 years of leadership experience in the semiconductor industry. He led PMC-Sierra as president and CEO where he rebuilt their core business in telecom and established new growth engines in storage and data center flash solutions. During this time, Mr. Lang also served on the board of the Semiconductor Industry Association. Previously, Mr. Lang served as the president and CEO at Integrated Device Technology, following his role as vice president and general manager of the Platform Networking Group at Intel.
“We are very pleased to welcome Greg to the Rambus board,” said Chuck Kissner, chairman of the Rambus Board of Directors. “He will bring valuable expertise and insights to support the company’s focus in semiconductors.”
“Rambus products are at the heart of some very exciting megatrends that advance the global data infrastructure,” said Mr. Lang. “I am excited to work with the board and executive team as they continue to develop and expand their portfolio and market position in critical technology areas.”
Lang holds a Master of Business Administration degree from Washington State University and a Bachelor of Business Administration degree from University of Michigan.
About Rambus Inc.
Rambus is a premier silicon IP and chip provider that makes data faster and safer. With 30 years of innovation, we continue to develop the foundational technology for all modern computing systems. Leveraging our semiconductor expertise, Rambus solutions speed performance, expand capacity and improve security for today’s most demanding applications. From data center and edge to artificial intelligence and automotive, our interface and security IP, and memory interface chips enable SoC and system designers to deliver their vision of the future. For more information, visit rambus.com.
Press Contact:
Cori Pasinetti
Rambus Corporate Communications
t: (408) 462-8306
cpasinetti@rambus.com