RAMBUS INC — Proxy Solicitation & Information Statement 2023

Mar 17, 2023

DEFA14A 1 d470586ddefa14a.htm DEFA14A DEFA14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

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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ATTN: SECRETARY 4453 NORTH FIRST STREET, SUITE 100 SAN JOSE, CALIFORNIA 95134 V02128-P87706

You invested in RAMBUS INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on April 27, 2023.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 13, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Smartphone users	●
Point your camera here and
vote without entering a
control number
●	Virtually at: www.virtualshareholdermeeting.com/RMBS2023

*Please check the meeting materials for any special requirements for meeting attendance.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items — 1.	Election of Directors	Board Recommends
	Nominees:
1a.	Emiko Higashi	●	For
1b.	Steven Laub	●	For
1c.	Eric Stang	●	For
2.	Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2023.	●	For
3.	Advisory vote to approve named executive officer compensation.	●	For
4.	Advisory vote on the frequency of holding an advisory vote on named executed officer compensation.	●	Year
5.	Amendment of the Rambus 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder
by 5,210,000 and adopt a new ten-year term.	●	For
6.	Amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, as amended, to
reflect recently adopted Delaware law provisions regarding officer exculpation.	●	For
NOTE: Such
other business as may properly come before the meeting or any adjournment or postponement thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

V02129-P87706