UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 29, 2021

Rambus Inc.

(Exact name of registrant as specified in its charter)

4453 North First Street, Suite 100

San Jose, California 95134

(Address of principal executive offices)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On April 29, 2021, Rambus Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). There were 112,494,656 shares of the Company’s common stock outstanding as of March 3, 2021 (the “Record Date”), of which 95,265,959 shares were present and entitled to vote at the Annual Meeting, constituting 84.68% of the shares outstanding as of the Record Date. The proposals considered at the Annual Meeting, each of which passed, are described in detail in the Company’s 2021 Proxy Statement. The proposals and the vote with respect to each such matter are set forth below:

New Director

With the election of five Class II directors at the Annual Meeting, the Board welcomed Karen Rogge as a new director. After the Annual Meeting, Ms. Rogge was appointed to the Audit Committee of the board of directors (the “Board”). Additional details are provided in the press release attached hereto as Exhibit 99.1.

Committee Composition

In connection with the Annual Meeting, the Board also approved the composition of the committees of the Board, as follows:

Audit Committee: Meera Rao (Chair), Charles Kissner, James Mitarotonda and Karen Rogge

Compensation Committee: Eric Stang (Chair), Sanjay Saraf and Necip Sayiner

Corporate Governance/Nominating Committee: Emiko Higashi (Chair), Charles Kissner and Eric Stang

Corporate Development Committee: Necip Sayiner (Chair), Emiko Higashi and Sanjay Saraf

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.