Morning, everyone. I'm Chuck Kissner, Chairman of the Board of Directors of Rambus Inc., and it's my pleasure to welcome you to Rambus's 2026 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 1 directors standing for election are Meera Rao, Necip Sayiner, Luc Seraphin, and me. Our Class 2 directors are Emiko Higashi, Steven Laub, Victor Peng, and Eric Stang. I'd also like to introduce the corporate officers who are in attendance. Luc Seraphin, Chief Executive Officer and President. John Allen, Vice President, Interim Chief Financial Officer, and John Shinn, Senior Vice President, General Counsel and Corporate Secretary. Also with us today are Chris Gentle, representing KPMG LLP, and Michael Koch, representing Wilson Sonsini Goodrich & Rosati, our outside corporate counsel.
I'll be acting as chairman of this meeting, and I have asked John Shinn to cover the agenda, to facilitate the business of the agenda and to record the minutes. John?
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 6th, 2026. 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. Notice of 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 6th, 2026, to all stockholders of record at the close of business on February 25th, 2026, 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 Ferris, Vice President, 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 this meeting, the Inspector of Election has determined that out of an aggregate of 108,159,372 shares issued and outstanding as of the record date, the holders of at least 99,399,350 shares of common stock are present or represented at the meeting, which represents approximately 91.9% of all outstanding shares. That constitutes the 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 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 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 eight members and is divided into two classes, each with an overlapping two-year term. There are four Class 1 directors and four Class 2 directors. As indicated in the company's proxy statement, the following four individuals have been nominated by our Board to serve as Class 1 directors, Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin. All of these nominees are currently serving as directors of the company. Directors elected at today's meeting will hold office until the 2028 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 6th, 2026, the proxies 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 pre-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 or KPMG, as independent registered public accounting firm for the company for the fiscal year ending December 31st, 2026.
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 31st, 2026, 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 31st, 2026, 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 votes cast. Chris 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 disclosed in our proxy statement, and specifically 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 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 Election may not accept ballots, proxies or votes, or any changes or revocations submitted after the closing of the polls. It is now approximately 9:09 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, Meera Rao, Necip Sayiner, and Luc Seraphin, were each elected with a majority of the votes cast and will hold office until the 2028 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 public accounting firm for the fiscal year ending December 31st, 2026, 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 or proxies recorded during the 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 be reported in a Form 8-K to be filed with the SEC.
We've reached the end of the agenda. This Annual Meeting of Stockholders is now adjourned. Thank you for your attendance. The next section will be a company presentation. John?
Thank you, Charles. Chuck. Before we go any further, with the formal business of the meeting now completed, 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 18th, 2026, 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. I turn the meeting now over to Luc for a presentation on the company.
Thank you, John. 2025 was a very strong year for Rambus, delivering record annual revenue, earnings, and cash generation. Our results reflect the strength of our strategy and the consistent execution by our global team as we continue to deliver products and technologies that accelerate memory, compute, and connectivity across rapidly growing markets. Our diversified portfolio remains a core strength. Last year, each of our businesses contributed meaningfully to our performance, driving a new annual high in cash from operations. This strong financial foundation enables us to invest strategically in our product roadmap, expand our market opportunity, and deliver long-term value for our stockholders. Artificial intelligence and the ongoing evolution of the data center remain powerful secular growth drivers. As workloads become more complex and performance requirements increase, memory subsystems will continue to demand higher bandwidth, greater capacity, and improved power efficiency.
This dynamic is accelerating the need for advanced memory and interconnect technologies, where Rambus signal and power integrity expertise is foundational. With more than 35 years of advanced semiconductor experience, Rambus delivers industry-leading chips and silicon IP that maximize performance and security for the data center and other growing markets. Our products and innovations enable the increased bandwidth capacity and reliability required by most data-intensive applications, including AI training and inference. Supported by our robust roadmap and ongoing industry leadership, we continue to amplify our market opportunity and address the growing needs of our customers. In closing, I am very excited about the many opportunities ahead for Rambus. 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 John Allen, our Vice President, interim 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.
The meeting has now concluded. Thank you for joining, and have a pleasant day.