Additional Proxy Soliciting Materials (definitive) (defa14a)
March 14 2014 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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RAMBUS INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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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 24, 2014. Meeting
Information RAMBUS INC. Meeting Type: Annual Meeting For holders as of:
February 28, 2014 Date: April 24, 2014 Time: 9:00 a.m. Pacific Time Location:
Meeting live via the Internet-please visit
www.virtualshareholdermeeting.com/RMBS2014 The company will be hosting the
meeting live via the Internet this year. To attend the meeting via the Internet
please visit www.virtualshareholdermeeting.com/RMBS2014 and be sure to have
the information that is printed in the box marked by the arrow (located on
the following page). . XXXX XXXX XXXX ATTN: SECRETARY 1050 ENTERPRISE WAY,
SUITE 700 SUNNYVALE, CALIFORNIA 94089 You are receiving this communication
because you hold shares in 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. M67326-P48464 See the reverse side of this notice to obtain proxy
materials and voting instructions.
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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 (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 (located on the following page) in the subject line. . XXXX XXXX XXXX .
XXXX XXXX XXXX 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 10, 2014 to facilitate timely
delivery. M67327-P48464 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 (located on
the following page) available and follow the instructions. During The
Meeting: Go to www.virtualshareholdermeeting.com/RMBS2014. Have the
information that is printed in the box marked by the arrow (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. . XXXX XXXX XXXX . XXXX XXXX XXXX
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Voting Items
The Board of Directors unanimously recommends a "For" vote on
Proposals 1, 2, 3, 4 and 5. 1. Election of Directors Nominees: 1a. J. Thomas
Bentley 1b. Charles Kissner 1c. David Shrigley 2. Advisory vote to approve
named executive officer compensation. 3. Approval of an amendment to the 2006
Equity Incentive Plan to increase the number of shares of common stock of the
Company reserved for issuance thereunder by 10,000,000 shares. 4. Approval of
an amendment to the 2006 Employee Stock Purchase Plan to increase the number
of shares of common stock of the Company reserved for issuance thereunder by
1,500,000 shares. 5. Ratification of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the fiscal year ending
December 31, 2014. M67328-P48464
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M67329-P48464
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