Rambus Inc. (NASDAQ:RMBS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)Election of Emiko Higashi as Director.
On May30, 2017, the Board of Directors (the Board) of Rambus Inc.
(the Company) elected Emiko Higashi to be a member of the Board
as a Class II director, effective immediately, to stand for
reelection at the annual meeting of the Company to be held in
2019.In connection with the election of Ms.Higashi to the Board,
the Board, to the provisions of the Amended and Restated Bylaws
of the Company, resolved that the size of the Board be increased
from seven to eight.
There are no arrangements or understandings between Ms.Higashi
and any other persons to which Ms.Higashi was named a director of
the Company.Ms. Higashi does not have any family relationship
with any of the Companys directors or executive officers.
Ms.Higashi has no direct or indirect material interest in any
transaction or proposed transaction required to be reported under
Section404(a) of Regulation S-K.Ms. Higashi will receive standard
compensation, including restricted stock unit and option grants
available to non-employee directors of the Company.
Ms.Higashi was also appointed to the Audit Committee of the
Board, effective immediately following the filing of the Companys
Form 10-Q for the second quarter of fiscal year 2017. After
giving effect to Ms.Higashis appointment, the Audit Committee is
composed of J. Thomas Bentley (Chair), Charles Kissner, David
Shrigley and Ms.Higashi.
In connection with her appointment and service as a non-employee
director, Ms.Higashi entered into the Companys standard form of
indemnification agreement and will receive compensation as
described in the Companys 2016 Proxy Statement on Schedule 14A,
dated March9, 2017.
Attached to this Form 8-K is a press release regarding the
appointment of Ms.Higashi as a Director of the Company.The
information in the press release attached hereto shall not be
deemed filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act) or otherwise subject
to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release, dated June5, 2017. |
About Rambus Inc. (NASDAQ:RMBS)
Rambus Inc. produces semiconductor and intellectual property (IP) products, spanning memory and interfaces to security, sensors and lighting. The Company’s products are integrated into devices and systems, powering and securing diverse applications, including big data and media platforms. Its segments include Memory and Interfaces Division (MID) and Cryptography Research Division (CRD). The Company has over four operational units, including MID, CRD, emerging solutions division (ESD), and lighting and display technologies (LDT). MID focuses on the design, development and licensing of technology that is related to memory and interfaces. CRD focuses on the design, development and licensing of technologies for chip and system security, anti-counterfeiting and mobile payments. ESD includes its computational sensing and imaging group along with its development efforts in the area of emerging technologies. LDT focuses on the design, development and licensing of technologies for lighting.
