Rambus AGM: Stockholders Elect 4 Directors, Back KPMG and Say-on-Pay as CEO Touts Record 2025

Key Points

• Stockholders elected four Class 1 directors — Charles Kissner, Meera Rao, Necip Sayiner and Luc Seraphin — and ratified KPMG LLP as the company’s auditor while approving the advisory “say-on-pay.”
• CEO Luc Seraphin said 2025 delivered record annual revenue, earnings, and cash generation, and that the company’s financial position supports continued strategic investment in its product roadmap.
• Rambus is emphasizing secular growth from AI and data center demand for higher bandwidth, capacity and power efficiency, positioning its advanced memory and interconnect IP for long-term profitable growth and shareholder value.

Rambus NASDAQ: RMBS held its 2026 Annual Meeting of Stockholders on Thursday, with Chairman of the Board Charles “Chuck” Kissner presiding over the virtual session and outlining the company’s director slate and key corporate matters submitted for a vote.

Quorum and meeting procedures

Senior Vice President, General Counsel and Corporate Secretary John Shinn said the meeting was conducted in accordance with the company’s bylaws and Delaware law and covered the proposals described in the proxy statement dated March 6, 2026. Shinn reported that, of 108,159,372 shares outstanding as of the Feb. 25, 2026 record date, holders of at least 99,399,350 shares were present or represented, representing approximately 91.9% of outstanding shares and establishing a quorum.

Tina Ferris, Vice President and Deputy General Counsel, was appointed Inspector of Election, Shinn said. The polls opened at approximately 9:04 a.m. and closed around 9:09 a.m., after which no additional ballots or vote changes were accepted.

Stockholders approve director elections and other proposals

Shinn reviewed three proposals submitted to stockholders:

• Election of four Class 1 directors (two-year terms expiring at the 2028 annual meeting): Charles Kissner, Meera Rao, Necip Sayiner, and Luc Seraphin.
• Ratification of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2026.
• Advisory approval of named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis.

According to Shinn’s preliminary report, all four director nominees were elected with a majority of votes cast and will serve until the 2028 Annual Meeting of Stockholders or until successors are duly elected and qualified. Stockholders also ratified KPMG’s appointment by a majority of shares present in person or by proxy and entitled to vote, and approved the advisory “say-on-pay” proposal by a majority of the shares present in person or by proxy and entitled to vote.

Shinn said the final voting results would be included in the Inspector of Election’s report and the meeting minutes and would be reported in a Form 8-K filing with the Securities and Exchange Commission.

Management highlights 2025 performance and strategy

Following the adjournment of the formal meeting agenda, Shinn provided a forward-looking statements caution, directing stockholders to the company’s Annual Report on Form 10-K filed Feb. 18, 2026, including the Risk Factors section.

Chief Executive Officer and President Luc Seraphin said 2025 was “a very strong year” for Rambus, citing “record annual revenue, earnings, and cash generation.” Seraphin attributed the results to the company’s strategy and execution and said Rambus’s “diversified portfolio remains a core strength,” with each business contributing and helping drive “a new annual high in cash from operations.”

Seraphin said the company’s financial position supports strategic investment in its product roadmap and market expansion, with artificial intelligence and data center evolution serving as major secular growth drivers. He described increasing workload complexity and performance requirements as raising demand for higher bandwidth, greater capacity, and improved power efficiency in memory subsystems. Seraphin said this is accelerating the need for advanced memory and interconnect technologies and characterized Rambus’s signal and power integrity expertise as “foundational.”

Seraphin also pointed to Rambus’s “more than 35 years of advanced semiconductor experience” and said the company delivers chips and silicon IP designed to “maximize performance and security for the data center and other growing markets.” He added that Rambus’s products and innovations support bandwidth, capacity, and reliability needs for data-intensive applications such as AI training and inference.

In closing, Seraphin said he was “very excited about the many opportunities ahead” and that Rambus’s focus on high-performance products for the data center and AI positions it for “long-term profitable growth” and “the consistent return of value” to stockholders.

Q&A closes with no questions submitted

Vice President and Interim Chief Financial Officer John Allen facilitated the stockholder Q&A portion of the virtual event but said there were no questions submitted. The meeting then concluded.

About Rambus NASDAQ: RMBS

Rambus Inc is a technology licensing company specializing in semiconductor and system-level interface solutions. Founded in 1990 by Stanford University researchers Mike Farmwald and Mark Horowitz, Rambus established its headquarters in Sunnyvale, California. The company initially gained prominence by developing high-speed DRAM interface technology and securing a broad patent portfolio covering memory architecture, data signaling and power management innovations.

Today, Rambus licenses its proprietary intellectual property (IP) to semiconductor companies, original equipment manufacturers (OEMs) and system integrators worldwide.

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