Good morning, everyone. I am Charles Kissner, Chairman of the Board of Directors of Rambus Incorporated. It's my pleasure to welcome you to Rambus's 2024 Annual Meeting of Stockholders. Before proceeding further, let me introduce the other directors and director nominees of the company who are present today. Our Class One Directors standing for election are Necip Sayiner, Luc Seraphin, Meera Rao, and me. Our Class Two Directors are Emiko Higashi, Steven Laub, and Eric Stang. I'd also like to introduce the corporate officers who are in attendance. Luc Seraphin, Chief Executive Officer and President, Desmond Lynch, Senior Vice President of Finance and Chief Financial Officer, and John Shinn, Senior Vice President, General Counsel, and Corporate Secretary. Also with us today are Christian Gentle, representing KPMG LLP, and Amanda Urquiza, representing Wilson Sonsini Goodrich & Rosati, who is our outside corporate counsel.
I'll act as chairman of this meeting, and I've asked John Shinn to cover the agenda, to facilitate the business of the agenda, and to record the minutes.
Thank you, Chuck. 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 8, 2024. We will then complete the balloting process. An announcement will be made regarding the voting results, and then the official portion of the meeting will be adjourned. After that, there will be a brief company presentation. Stockholders attending the meeting may submit questions regarding the meeting or the company presentation via the virtual meeting Q&A portal. Stockholder questions will not be answered during the formal portion of the 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 of confidentiality or if the questions are deemed inappropriate subject matter for the meeting. I have proof by affidavit that notice of this meeting has been duly given and that the notice, Proxy Statement, and proxy were mailed on or about March 8, 2024, to all stockholders of record at the close of business on February 8, 2024, the Record Date of the meeting. 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 minutes of the meeting.
We have appointed Tina Farris, Vice President, Chief of Staff, and Deputy General Counsel, to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. Based on a review of the proxy card submitted prior to the meeting, the Inspector of Election has determined that out of an aggregate of 108,573,889 shares issued and outstanding as of the record date, the holders of at least 98,876,757 shares of common stock are present or represented at the meeting, which represents approximately 91% of all outstanding shares. That constitutes a majority of votes eligible to be cast by the holders of shares issued and outstanding.
A quorum is therefore present, the meeting is duly constituted, and the business of the meeting may proceed. I will now briefly describe the voting procedures. You may vote by proxy and by online ballot. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date. If you have previously admitted 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 to vote and have not submitted your proxy, or if you want to change your vote, please vote online now. I will announce the preliminary results of the voting at the end of the meeting.
It is now approximately 9:04 A.M., 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 company's board of directors presently has seven members and is divided into two classes, each with an overlapping two-year term. There are four Class One Directors and three Class Two Directors. As indicated in the company's proxy statement, the following four individuals have been nominated by our board to serve as Class One Directors: Charles Kissner, Necip Sayiner, Luc Seraphin, and Meera Rao. All of these nominees are currently serving as directors of the company. Directors elected at today's meeting will hold office until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
Pursuant to the notice of this annual meeting and the proxy statement dated March 8, 2024, 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 the majority of votes cast with respect to such director in uncontested elections. The board of directors, after taking into consideration the recommendation of the Corporate Governance and Nominating Committee of the board, will determine whether or not to accept the tendered resignation of any nominee for director who receives a greater number of votes against his or her election than votes for such election. There are no cumulative voting rights in the election of directors. Stockholders, as of the record date, may vote their shares for or against some, all, or none of the nominees.
The next item of business is to ratify the appointment of KPMG LLP as independent registered public accounting firm for the company for the fiscal year ending December 31, 2024. The Audit Committee of the board recommended to the board of directors that KPMG be appointed as the company's independent registered public accounting firm. As our independent registered public accounting firm, KPMG would audit our consolidated financial statements for the fiscal year ending December 31, 2024, and perform other audit-related and non-audit services as described in the proxy statement. The board approved the selection of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, and is asking the stockholders for ratification of the selection.
If the stockholders do not approve the selection of KPMG as the company's independent registered public accounting firm, the board and the audit committee will reconsider 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 have the same effect as a negative vote. Brokers have the discretion to vote any uninstructed shares. However, broker non-votes are not considered as votes cast. Christian Gentle is present from KPMG and will address any questions that we have received with respect to this proposal. The next item of business concerns the non-binding advisory vote to approve named executive officer compensation. This proposal seeks the approval of the compensation of our named executive officers, as described 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. Abstentions have the same effect as a negative vote. broker non-votes are not considered votes cast. If you have not been voted and intend to vote, please do so now online. You must submit your vote in order for it to be counted, as the polls will close momentarily. The Inspector of Elections may not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now approximately 9:08 A.M. The polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes, and no changes or revocations will be accepted.
The proxies and ballots have been tabulated by the Inspector of Election. The Inspector of Election has provided me with a preliminary report on the voting results. With regard to Proposal One, the four nominees, Charles Kissner, Necip Sayiner, Luc Seraphin, and Meera Rao, were each elected with a majority of the votes cast and will hold office until the 2026 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. With respect to Proposal Two, the appointment of KPMG to act as the company's independent registered accounting firm for the fiscal year ending December 31, 2024, has been ratified by a majority of the shares present in person or by proxy at this meeting and entitled to vote on this matter.
With regard to Proposal Three, the advisory vote on executive compensation, the proposal has been ratified by a majority of the shares present in person or by proxy at this meeting and entitled to vote on this matter. 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 will also be reported in a Form 8-K to be filed with the SEC.
Thank you, John. Having reached the end of the agenda, this annual meeting of stockholders is now adjourned. Thank you for your attendance. We'll now proceed with our company presentation.
Before we go any further, I would 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 involves risks and uncertainties. Such statements are only predictions, and actual events or results could differ materially from those predictions due to several risks and uncertainties. I refer you to the documents we filed with the Securities and Exchange Commission, specifically the company's annual report on Form 10-K, filed on February 23, 2024, including the risk factors contained therein. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. With the formal business of the meeting now completed, I turn the meeting over to Luc for a presentation on the company.
Thank you, John. 2023 was a strong year for Rambus, with outstanding execution in a dynamic environment. The company enhanced its focus on differentiated chips and IP, further bolstered its long-term licensing foundation, and strengthened its balance sheet while returning value to stockholders through share repurchases and debt retirements. Artificial intelligence and other advanced workloads continue to accelerate demands on performance across the compute landscape. Memory, bandwidth, and capacity are first-order enablers of these applications in the data center and beyond, and Rambus is well positioned to deliver the state-of-the-art solutions required to enable new levels of system performance for our customers and expand our market opportunity. As an industry pioneer with nearly 35 years of advanced semiconductor experience, Rambus makes industry-leading chips and silicon IP that maximize performance and security for the data center and other growing markets.
Our products and innovations deliver the increased bandwidth, capacity, and security required to feed the most data-intensive applications, including generative AI. The Rambus team is leading the development of the technologies that are critical for our future, while delivering exceptional value to our stockholders. As part of our ongoing commitment to deliver stockholder value, we strive to make the world not just get faster and safer, but also more sustainable. With that, we continue to invest in responsible and sustainable operations and ensure that our vendors and partners share our same values. In closing, I am very excited about the many opportunities ahead for the company. Our strategic focus on high-performance products for the data center and AI positions us well to drive the long-term profitable growth of the company, as well as the consistent return of value to our stockholders.
I want to thank all of you for attending today's meeting. We very much appreciate your attendance, and as always, thank you for your support. I now ask Desmond Lynch, our Senior Vice President, Finance and CFO, to facilitate answering any questions from our stockholders at this time.
Thank you, Luc. There are no questions at this time. This concludes our meeting. Thank you again for attending, and you are free to disconnect.
This now concludes the meeting. Thank you for joining, and have a pleasant day.