Current Report Filing (8-k)

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):

August 12, 2019

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.)

1050 Enterprise Way, Suite 700, Sunnyvale, California		94089
(Address of principal executive offices)		(Zip Code)

(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(s)

Name of each exchange

on which registered

Common stock

RMBS

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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of Meera Rao as Director.

On August 12, 2019, the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) appointed Meera Rao, age 58, to be a member of the Board as a Class I director, effective immediately and to stand for reelection at the annual meeting of the Company to be held in 2020. In connection with its appointment of Ms. Rao, the Board resolved that the size of the Board be increased from seven to eight.

There are no arrangements or understandings between Ms. Rao and any other persons pursuant to which Ms. Rao was named a director of the Company. Ms. Rao does not have any family relationship with any of the Company’s directors or executive officers. Ms. Rao has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K. Ms. Rao will receive standard compensation, including cash, restricted stock unit and option grants available to non-employee directors of the Company.

Ms. Rao was also appointed to the Audit Committee of the Board effective immediately. After giving effect to Ms. Rao’s appointment, the Audit Committee is composed of Charles Kissner (Chair), Emiko Higashi, Sanjay Saraf and Ms. Rao.

In connection with her appointment and service as a non-employee director, Ms. Rao entered into the Company’s standard form of indemnification agreement and will receive an annual cash retainer of $40,000 paid quarterly. Ms. Rao will also receive an initial option to purchase 40,000 shares of common stock of the Company vesting over four years, with one-quarter of the shares subject to option vesting one year after the date of grant and the remaining shares vesting ratably each month thereafter. In addition, for so long as she remains a member of the Board, Ms. Rao will be eligible to receive an annual equity grant of Rambus RSUs with an approximate fair market value currently fixed at $160,000 at the time of grant. Such RSU grants will vest in full one year after the date of grant.

Attached to this Form 8-K is a press release regarding the appointment of Ms. Rao as a Director of the Company. The information in the press release attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 — Financial Statements and Exhibits.

(d) Exhibits.



	99.1			Press Release dated August 13, 2019.

	104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.