Rambus Inc. (RMBS)
NASDAQ: RMBS · Real-Time Price · USD
146.81
-11.59 (-7.32%)
Apr 27, 2026, 12:17 PM EDT - Market open
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AGM 2020

Apr 30, 2020

Speaker 1

Good day, and welcome to the Rambus Incorporated Annual Meeting of Stockholders. I would now like to turn the conference over to Chuck Kisner. Please go ahead.

Speaker 2

Thank you. Good morning, ladies and gentlemen. I'm Chuck Hissner, Chairman of the Board of Directors of Ramas Incorporated. It's my pleasure to welcome you to Ramas 2020 annual meeting of stockholders. Before proceeding any further, let me introduce the other directors and director nominees of the company who are present today.

Our Class I Directors present today and who are also our 2020 Board nominees are Nature Sayner, Luke Sarafin and me. Our class 2 directors are Emiko Higashi, Mira Rao, Sanjay Saraf and Eric Stang. I'd also like to introduce the corporate officers who are in attendance today. Luke Sarafin, our Chief Executive Officer and President Rahul Mather, Chief Financial Officer And Senior Vice President, Finance, and Jay Kim, Senior Vice President, General Counsel And Secretary. Also with us today are Alan Wollery, who's representing PricewaterhouseCoopers, and Michael Koch, who represents Wilson's on Sini Goodrich and Rosati, who is our outside corporate council.

Now onto the agenda of the meeting, I will act as chairman of this meeting and I'd ask Jay Kim to cover the agenda to facilitate the business

Speaker 3

This annual meeting is being held in accordance with the company's bylaws and Delaware law. We will first address the matters described in the company's proxy statement dated March 13, 2020. We will then complete the balloting process. Announcement will be made regarding the voting results, then the official portion of the meeting will be adjourned. After that, there will be a brief company presentations.

Stockholders attending the meeting may submit questions regarding the meeting or the company presentation via the virtual meeting Q And A portal. Stockholder questions will not be answered during the formal portion of meeting or during the company's presentation, but at the conclusion of the meeting. While we welcome full stockholder participation at the meeting, we may not be able to answer all stockholder questions to the extent we are restricted from doing so for reasons with confidentiality, or if the questions of this meeting has been duly given and that the notice, proxy statement and proxy were mailed on or about March 13, 2020, to all stockholders of record at We have at this meeting a record of stockholders as of that date, the affidavit together with copies of the notice proxy statement and proxy, will be filed with the Deputy General Counsel to act as Inspector Election for this meeting. The Inspector Revolution has signed an oath of office, which will also be filed with the minutes of this meeting. Quorum.

Based on a review of the proxy cards submitted prior to this meeting, the Inspector of Election has determined that out of an aggregate of 113,273,471 shares issued and outstanding as of the record date The holders of at least $100,882,992,992 shares of common stock are present and represented at the cast by holders of shares issued and outstanding. Aquarum is therefore present. The meeting is duly constituted and the business of the meeting may proceed. I will now Each holder of common stock is entitled to 1 vote for each share of common stock held of record at the close of business on the record date. If you've previously submitted your proxy and you do not intend to change your vote, it is not necessary that you submit another proxy or vote online.

Your vote will be counted If you are eligible I will announce the preliminary results of voting at the end of the meeting. It is now approximately 9:04 am, Pacific time and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of directors. The board of directors presently have 7 members and is divided into 2 classes each with an overlapping 2 year term. There are 3 class 1 directors and 4 class 2 directors as indicated in the company's proxy statement, the following 3 individuals have been nominated by a board to serve as Class I Directors, Chuck Kissner, Met Chip Siena, and Luke Sarafin.

All of these nominees are currently serving as directors of the company. Directors elected at today's meeting will hold office until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified. Pursuant to notice of this annual meeting and the proxy statement dated March 13, 2020, the proxy solicited by the Board of Directors, will be voted in favor of these nominees. The company's bylaws require that each director be elected by a majority of the votes cast with respect to such director in uncontested elections. The Board of Directors after taking into account consideration, the recommendation of corporate governance and nominating committee of the board will determine whether or not to accept the pretender resignation of any nominee for Director who receives a greater number of both against his or her election and votes for such election.

There are no cumulative voting rights in the election of directors. Stockholders as of the record date may both their shares or against some or all of the nominees. Proposal 2, the ratification appointment of independent Resured Public Accounting Firm. The next item of business is to ratify the appointment PricewaterhouseCoopers LLP as independent registered public accounting firm for the company for the fiscal year ending December 31, 2020. The Audit Committee of the Board recommended the Board of Directors at PwC be appointed as the independent registered public accounting firm as our independent registered public accounting firm, PwC would audit our consolidated financial statements for the fiscal year ending under 31, 2020 and perform other audit related and non audit related services as described in the proxy statement.

The board has approved the selection of PwC as independent registered public accounting firm for the fiscal year ending December 31, 2020, and is asking the stockholders for ratification of the selection. If the stockholders do not approve the selection of as independent registered public accounting firm, the Board and the Audit Committee, where we consider the appointment. The Board of Directors recommends that stockholders vote in favor of this proposal. Approval requires the affirmative vote of the holders of a majority of the votes cast. Abstentions will have the same effect as the negative vote.

Brokers will have the discretion to vote any un instructed shares. However, broker non votes are not considered votes cast. Alan Wollery is present from PwC. Wanna address any questions that we received with respect to this proposal. Proposal 3 is the advisory vote to approve named executive officer compensation.

The next item of business concerns the non binding advisory vote to approve named executive officer compensation. This proposal seeks approval for the compensation of our named executive officers as disclosed in our proxy statement and specifically in the compensation discussion and analysis section. The board has recommended a vote in favor of the compensation of our named executive officers as described in the proxy statement. Approval requires the affirmative vote of the holders of a majority of the votes cast, abstention have the same effect as negative as a negative vote. Broker non boats are not considered both cast.

Proposa 4 relates to the company's equity incentive plan, the next item of business, concerns amending in the company's 20 15 equity incentive plan to increase the number of shares reserved under the plan by 7,800,000 shares. The board has recommended a vote in favor of amending the plan to increase the number of shares as described in the proxy statement. The approval required the affirmative vote of the holders of the majority of the votes cast, that sanctions have the same effect as a negative vote, broker non boats are not considered both cast. Approval full proposal for relates to the approval and amendment to the 2015 employee stock purchase plan. The next item of business concerns amending the company's 2015 and a stock purchase plan to increase the number of shares reserved under that plan by 2,000,000 shares.

The board has recommended a vote favor of amending the plan to increase the number of shares as described in the proxy statement. Approval required the affirmative vote of the holders of a majority of the votes cast Abstentions have the same effect as a negative vote, broker non votes or not votes considered votes cast. Now we'll collect the proxy cards in ballots. If you have not voted and intend to vote, please do so online. You may submit your vote in order you must submit your vote in order for them to be counted as the post will close momentarily.

The Inspector of elections may not accept ballot's proxies or votes or any changes of replication submitted after the closing of the polls. It is now approximately 9, 10 am Pacific Tide. The polls for each matter to be voted on at this meeting are now closed. No additional ballots proxies or votes no changes or replications will be accepted. With the votes with the polls now closed, I will provide the preliminary voting results.

The proxies and ballots have been tabulated by the Inspector of Election. Inspector of Election has provided me preliminary report on voting on the voting results, with regard to proposal 1. The 3 Donkines, Chuck Kinstner, Netshosyaner, and Luke servepin were each elected with the majority of votes cast and will hold office until the 2020 annual meeting of stockholders or until his successor is duly elected and qualified. With regard to proposal 2, the appointment of PwC to act as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified by a majority of the shares present in person or by proxy at this meeting. With regard to proposal 3, a majority of those capped have voted in favor of the advisory vote on executive compensation.

With regard to proposal 4, a majority of the vote have voted in favor of amending the company's 2015 equity incentive plan to increase the plan's share reserve by 7,800,000 shares. Team employee stock purchase plan to increase the planned share reserve by 2,000,000 shares. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results were also reported in a Form 8 K to be filed with the SEC.

Speaker 2

Thanks, Jay. This is the closing of the annual meeting, the official portion of the meeting. So having reached the end of the agenda, this annual meeting of stockholders is now adjourned. Thank you for your attendance, and we'll now proceed with our company presentation.

Speaker 3

Before we provide the presentation, I'd like to note that during the presentation, we may make forward looking statements regarding future events or the future financial performance of the company which involve risks and uncertainties. Such statements are only predictions and actual events or results could differ materially from those predictions due to a number of risks and uncertainties. I refer you to the documents we file with the Securities And Exchange Commission, specifically the company's annual report on Form 10 K filed, on February 26, 2020, as well as any risks and adverse impacts related to our rising since COVID-nineteen. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections for forward looking statements. Stock noted, with the flooring business of the meeting now completed, I turn the meeting back over to Luke for presentation on the company.

Speaker 4

Thank you, Jay. We are in unprecedented times as the industry navigates the uncertainty created by COVID 19. Our top priority is the health and safety of our global workforce, customers and partners. And I'm extremely proud for the collective commitment patients and ingenuity from all Rambus employees in this challenging time? While we cannot predict the long term with certainty, the combination of our business model and focus areas enables the company to be resilient to the near term financial effects of COVID 19.

We remain confident in our strategy and ability to execute Rambus top priorities as a company are centered around 3 primary objectives: the first is to focus our product portfolio around our core strengths in Semiconductor, namely high speed memory and chip to chip interfaces memory buffer chips, and embedded security cores and provisioning software. We're targeting leading edge, high growth markets like data centers, networking, artificial intelligence and 5G infrastructure. These markets are even more critical to meet the demands of social distancing and working from home and require increasing levels of performance and security. The research priorities in Rambus Labs And Innovation And Patent Development are aligned in these key areas as well. Dispositions Rambus as an ideal choice for high speed interfaces and embedded security solutions.

Our patents remain foundational to our industry. By reinforcing our commitment to invention and advancing Semiconductor Technology, we enhance our value and relevance in our target markets, and create a platform for investments in product development. The second objective is continued optimization of the company for operational efficiency and profitability leveraging synergies across our businesses and customer base. There is a significant overlap in our ecosystem of customers, partners and influencers. By focusing on hardware and software solutions for secure connected semiconductors, we are able to bring better value to our customers and improve profitability for the company.

And finally, the 3rd objective is to leverage our demonstrated ability to generate cash and reinvest in ourselves through organic and inorganic growth. To amplify our market and technology position. These priorities make up the foundation for the company. Emphasizing operational excellence and enable members to further its position as a global semiconductor leader in high speed interfaces, memory buffer chips, and embedded security positioned rampers for success in our target markets with sustained product growth, even in times of turbulence in the industry. Our foundation for success is fueled by innovation, high speed products, and operational efficiency to drive continued strong cash generation.

I want to thank you all for attending today's meeting and hope each of you stays safe and healthy throughout this challenging time. We very much appreciate your attendance. And as always, thank you for your support. I will now turn the call to Raul Mather, our CFO, to facilitate answering any questions from our stockholders at this time. Raul?

Speaker 3

Thank you, Luke. There are no questions at this time. This concludes our meeting. Thank you again for attending, and you are free to disconnect.

Speaker 1

The conference has now concluded. Thank you for attending today's presentation.

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