Rambus (NASDAQ: RMBS) 2026 meeting okays all votes, reshapes committees

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What did Rambus (RMBS) approve at its 2026 annual meeting?

How many Rambus (RMBS) shares were represented at the 2026 meeting?

What change did Rambus (RMBS) make to its Cyber Risk Committee?

Which directors now serve on Rambus (RMBS) board committees?

How did Rambus (RMBS) stockholders vote on director nominees?

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(Moderate)

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(Neutral)

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8-K

Rambus Inc. held its 2026 annual meeting of stockholders, with 99,399,350 of 108,159,372 eligible shares represented, forming a 91.9% quorum. All proposals described in the 2026 definitive proxy statement were approved, including the election of directors.

The board renamed its Cyber Risk Committee as the AI and Cyber Risk Committee to highlight the role of artificial intelligence in IT and data security, and reassigned independent directors across its key committees, including Audit, Compensation and Human Resource, Corporate Governance/Nominating, and Corporate Development.

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Shares eligible to vote: 108,159,372 shares Shares represented at meeting: 99,399,350 shares Quorum percentage: 91.9% +3 more

6 metrics

Shares eligible to vote 108,159,372 shares Issued, outstanding and eligible as of February 25, 2026

Shares represented at meeting 99,399,350 shares Stockholders present or represented at 2026 annual meeting

Quorum percentage 91.9% Proportion of outstanding shares entitled to vote at meeting

Vote for Luc Seraphin 90,827,289 for Director election votes, with 1,418,265 against and 57,373 abstain

Director Kissner votes for 78,872,074 for Election votes for Charles Kissner, with 13,374,782 against

Proposal-level support example 99,161,595 for One proposal vote total, versus 120,397 against and 117,358 abstain

quorum, broker non-votes, definitive proxy statement, AI and Cyber Risk Committee, +1 more

5 terms

quorum financial

"constituting a quorum of 91.9% of the outstanding shares entitled to vote"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"56,071 | | | | 7,096,423 | Meera Rao ... | | | | 7,096,423 |"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

definitive proxy statement regulatory

"The proposals considered at the meeting, each of which passed, are described in detail in the Company’s 2026 definitive proxy statement."

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

AI and Cyber Risk Committee financial

"approved changing the name of the Cyber Risk Committee to the AI and Cyber Risk Committee"

Emerging growth company regulatory

"Emerging growth company On April 23, 2026, Rambus Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/24/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 23, 2026

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-22339

94-3112828

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I. R. S. Employer

Identification No.)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(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	Name of Each Exchange on Which Registered
Common Stock, $.001 Par Value	RMBS	The NASDAQ Stock Market LLC
		(The NASDAQ Global Select Market)

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 5.07.

Submission of Matters to a Vote of Security Holders.

On April 23, 2026, Rambus Inc. (the “Company”) held its 2026 annual meeting of stockholders. There were 108,159,372 shares issued, outstanding and eligible to vote at the meeting as of the record date of February 25, 2026, of which 99,399,350 shares were represented at the meeting, constituting a quorum of 91.9% of the outstanding shares entitled to vote. The proposals considered at the meeting, each of which passed, are described in detail in the Company’s 2026 definitive proxy statement. The proposals and the vote with respect to each such matter are set forth below:

(i)

ITEM 1 : Election of three Class I directors for a term of two years expiring in 2028:


Name	For		Against		Abstain		Broker Non-Votes
Charles Kissner		78,872,074		13,374,782		56,071		7,096,423
Meera Rao		86,632,812		5,613,616		56,499		7,096,423
Necip Sayiner		86,213,728		6,024,147		65,052		7,096,423
Luc Seraphin		90,827,289		1,418,265		57,373		7,096,423

(ii)

ITEM 2 : Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for the period ending December 31, 2026:


For	Against	Abstain
99,161,595	120,397	117,358

(iii)

ITEM 3 : Advisory vote to approve named executive officer compensation:


For	Against	Abstain	Broker Non-Votes
89,784,452	2,421,610	96,865	7,096,423

Item 8.01

Other Events.

Committee Composition

On April 23, 2026, the board of directors of the Company approved changing the name of the Cyber Risk Committee to the AI and Cyber Risk Committee to reflect the importance of artificial intelligence (AI) as part of the Company’s information technology use and data security. In addition, the board of directors made certain changes to the composition of the independent directors on the committees of the board of directors as follows:

AI and Cyber Risk Committee: Steven Laub (Chair), Charles Kissner, and Meera Rao

Audit Committee: Meera Rao (Chair), Emiko Higashi, and Charles Kissner

Compensation and Human Resource Committee: Eric Stang (Chair), Steven Laub, and Victor Peng

Corporate Governance/Nominating Committee: Emiko Higashi (Chair), Charles Kissner, Necip Sayiner, and Eric Stang

Corporate Development Committee: Necip Sayiner (Chair), Steven Laub, and Victor Peng

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.

Source: View Original Filing on SEC EDGAR

Rambus stockholders approved all proposals presented at the 2026 annual meeting. These proposals, detailed in the 2026 definitive proxy statement, included the election of directors and other items that all received sufficient votes to pass under the company’s stated voting standards.

At the 2026 annual meeting, 99,399,350 Rambus shares were represented out of 108,159,372 shares issued, outstanding, and eligible to vote. This represented a 91.9% quorum of the outstanding shares entitled to vote as of the February 25, 2026 record date.

Rambus’s board renamed the Cyber Risk Committee as the AI and Cyber Risk Committee. The new name reflects the importance of artificial intelligence in the company’s information technology use and data security, signaling a governance focus that explicitly includes AI-related technology risks.

Following the meeting, independent directors were reassigned: Steven Laub chairs the AI and Cyber Risk Committee, Meera Rao chairs the Audit Committee, Eric Stang chairs the Compensation and Human Resource Committee, and Emiko Higashi chairs the Corporate Governance/Nominating Committee, with various other directors serving as members.

Rambus stockholders elected all listed director nominees. For example, Luc Seraphin received 90,827,289 votes for, 1,418,265 against, 57,373 abstentions, and 7,096,423 broker non-votes, indicating strong support among votes cast for his continued service on the board.

Date: April 24, 2026

Rambus Inc.

/s/ John Shinn

John Shinn

Senior Vice President and General Counsel

3 documents