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
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| ☐ | 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)
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 26, 2018. Meeting Information RAMBUS INC. Meeting Type: Annual Meeting For holders as of: February 28, 2018 Date: April 26, 2018 Time: 9:00 a.m. Pacific Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/RMBS2018 The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit ww.virtualshareholdermeeting.com/RMBS2018 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page). ATTN: SECRETARY 1050 ENTERPRISE WAY, SUITE 700 You are receiving this communication because you hold shares in SUNNYVALE, CALIFORNIA 94089 the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. P02308 See proxy the materials reverse and side voting of this instructions notice to obtain . E39793 -
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 12, 2018 to facilitate timely delivery. How To Vote Please Choose One of the Following Voting Methods Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. P02308 During The Meeting: - Go to www.virtualshareholdermeeting.com/RMBS2018. Have the information that is printed in the box marked by E39794 the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting Items The Board of Directors unanimously recommends you vote “For” the following Class I nominees: 1. Election of Directors Nominees: 1a. E. Thomas Fisher 1b. Charles Kissner 1c. David Shrigley The Board of Directors recommends you vote “For” the following proposals: 2. Advisory vote to approve named executive officer compensation. 3. Approval of an amendment to the Rambus 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 5,500,000 shares. 4. Approval of an amendment to the Rambus 2015 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 2,000,000 shares. 5. Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. NOTE: Such other business as properly come before the meeting or any adjournment of postponement thereof. P02308 E39795
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