Rambus (RMBS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of February 25, 2026, are eligible to vote and participate.

• The company emphasizes virtual engagement, cost savings, and broad shareholder access.

Voting matters and shareholder proposals

• Four Class I directors are nominated for election to two-year terms: Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on named executive officer compensation (say-on-pay).

• Procedures for submitting shareholder proposals and director nominations for future meetings are detailed, with specific deadlines.

Board of directors and corporate governance

• The board consists of eight members, with seven deemed independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation and Human Resources, Corporate Governance/Nominating, Corporate Development, and Cyber Risk, all composed of independent directors.

• The board is led by an independent non-executive chairperson, and executive sessions of independent directors are held regularly.

• Board diversity and director qualifications are emphasized, with a focus on experience in technology, finance, and operations.