RAMBUS INC 8-K

What Happened

• Rambus Inc. (RMBS) held its 2026 annual meeting on April 23, 2026 and filed an 8-K reporting the results. As of the February 25, 2026 record date there were 108,159,372 shares outstanding and eligible to vote; 99,399,350 shares (91.9%) were represented at the meeting.
• Stockholders voted on director elections, auditor ratification and an advisory (say-on-pay) vote. The filing lists vote tallies for the Class I director nominees (term expiring 2028): Charles Kissner — For 78,872,074; Against 13,374,782; Abstain 56,071 (Broker non-votes 7,096,423); Meera Rao — For 86,632,812; Against 5,613,616; Abstain 56,499 (Broker non-votes 7,096,423); Necip Sayiner — For 86,213,728; Against 6,024,147; Abstain 65,052 (Broker non-votes 7,096,423); Luc Seraphin — For 90,827,289; Against 1,418,265; Abstain 57,373 (Broker non-votes 7,096,423).
• Other voting results: Ratification of KPMG LLP as independent registered public accounting firm — For 99,161,595; Against 120,397; Abstain 117,358. Advisory vote to approve named executive officer compensation — For 89,784,452; Against 2,421,610; Abstain 96,865 (Broker non-votes 7,096,423). The filing notes that each proposal considered at the meeting was approved.

Key Details

• Record date and quorum: 108,159,372 shares outstanding; 99,399,350 shares represented (91.9% quorum).
• Director vote tallies (Class I nominees, terms to 2028): Charles Kissner (For 78,872,074), Meera Rao (For 86,632,812), Necip Sayiner (For 86,213,728), Luc Seraphin (For 90,827,289).
• Auditor ratification: KPMG LLP ratified — 99,161,595 votes in favor.
• Say-on-pay: 89,784,452 votes in favor; 2,421,610 against.

Why It Matters

• These outcomes confirm shareholder approval of the company's governance slate, the audit firm (KPMG) and executive compensation, which can reduce near-term governance uncertainty for investors.
• The board renamed the Cyber Risk Committee to the AI and Cyber Risk Committee and updated committee membership — signaling a formal emphasis on AI alongside cybersecurity in board oversight (see committee membership below).
• Updated board committee composition (independent directors):
  • AI and Cyber Risk Committee: Steven Laub (Chair), Charles Kissner, Meera Rao
  • Audit Committee: Meera Rao (Chair), Emiko Higashi, Charles Kissner
  • Compensation & Human Resource Committee: Eric Stang (Chair), Steven Laub, Victor Peng
  • Corporate Governance/Nominating Committee: Emiko Higashi (Chair), Charles Kissner, Necip Sayiner, Eric Stang
  • Corporate Development Committee: Necip Sayiner (Chair), Steven Laub, Victor Peng

Investors should note these governance and oversight changes as they may affect board priorities around AI, cybersecurity and executive compensation oversight.