8-K
filed May 2, 2023, 7:59 PM ET
ticker RMBS
CIK 0000917273
other material
confidence high
sentiment neutral
materiality 0.50
Rambus shareholders approve equity plan share increase and officer exculpation at 2023 annual meeting
RAMBUS INC
- Shareholders approved amendment to 2015 Equity Incentive Plan, increasing shares by 5,210,000 and adopting a new ten-year term.
- Shareholders approved amendment and restatement of certificate of incorporation to provide officer exculpation under Delaware law.
- Board adopted amended and restated bylaws, including universal proxy rules and exclusive forum provisions for certain claims.
- Voting results: 91.13% of outstanding shares represented; directors Emiko Higashi, Steven Laub, and Eric Stang elected with 80.4M to 87.9M votes each.
- Advisory votes: 86.9M votes for executive compensation approval, 85.3M votes for an annual frequency of such votes.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RAMBUS INC: Amended and restated certificate of incorporation to add officer exculpation provisions (effective 2023-04-27).
- Change
- charter amendment
- Effective
- 2023-04-27
Exact text from the filing
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Company’s amended and restated certificate of incorporation to add provisions that provide for exculpation of certain of the Company’s officers from liability in specific circumstances (the “Restated Certificate”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
RAMBUS INC: Amended and restated bylaws to enhance procedural mechanics, update director and committee provisions, add forum selection clauses, and conform to Delaware law (effective 2023-04-27).
- Change
- bylaw amendment
- Effective
- 2023-04-27
Exact text from the filing
On April 27, 2023, the Board of Directors (the “Board”) of the Company approved the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of such date.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Advisory vote on the frequency of holding an advisory vote on named executive officer compensation at the 2023-04-27 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(iv) ITEM 4 : Advisory vote on the frequency of holding an advisory vote on named executive officer compensation: 1 Year 2 Years 3 Years Abstain 85,333,598 86,857 3,346,317 66,831
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Approval of an amendment to 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 at the 2023-04-27 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(v) ITEM 5 : Approval of an amendment to 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 Against Abstain Broker Non-Votes 85,894,629 2,861,663 77,311 10,351,629
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Advisory vote to approve named executive officer compensation at the 2023-04-27 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(iii) ITEM 3 : Advisory vote to approve named executive officer compensation: For Against Abstain Broker Non-Votes 86,932,183 1,837,863 63,557 10,351,629 3
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Election of three Class II directors for a term of two years expiring in 2025 at the 2023-04-27 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(i) ITEM 1 : Election of three Class II directors for a term of two years expiring in 2025: Name For Against Abstain Broker Non-Votes Emiko Higashi 80,445,580 8,362,434 25,589 10,351,629 Steven Laub 87,865,534 941,881 26,188 10,351,629 Eric Stang 85,552,315 3,254,938 26,350 10,351,629
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Approval of amendment and restatement of the Company’s certificate of incorporation, as amended, to reflect recently adopted Delaware law provisions regarding officer exculpation at the 2023-04-27 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(vi) ITEM 6 : Approval of amendment and restatement of the Company’s certificate of incorporation, as amended, to reflect recently adopted Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Votes 69,269,775 19,364,865 198,963 10,351,629 4
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
RAMBUS INC shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the period ending December 31, 2023 at the 2023-04-27 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-04-27
Exact text from the filing
(ii) ITEM 2 : Ratification of appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the period ending December 31, 2023: For Against Abstain 96,433,295 2,647,402 104,535
View on SEC.gov
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