8-K

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):

May 30, 2017

Rambus Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-22339	94-3112828
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1050 Enterprise Way, Suite 700, Sunnyvale, California	94089
(Address of principal executive offices)	(Zip Code)

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.  ☐

Item 5.02 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 May 30, 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, pursuant 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 pursuant to which Ms. Higashi was named a director of the Company. Ms. Higashi does not have any family relationship with any of the Company’s directors or executive officers. Ms. Higashi has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(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 Company’s Form 10-Q for the second quarter of fiscal year 2017. After giving effect to Ms. Higashi’s 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 Company’s standard form of indemnification agreement and will receive compensation as described in the Company’s 2016 Proxy Statement on Schedule 14A, dated March 9, 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 Section 18 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated June 5, 2017.

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.

Date: June 5, 2017	Rambus Inc.
	/s/ Jae Kim
	Jae Kim, Senior Vice President & General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated June 5, 2017.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Rambus Appoints Emiko Higashi to Its Board of Directors

Industry veteran brings extensive experience in high-tech investment banking and finance

for global semiconductor companies

SUNNYVALE, Calif. – June 5, 2017 – Rambus Inc. (NASDAQ: RMBS) today announced the appointment of Ms. Emiko Higashi as a director to its Board, effective immediately. Ms. Higashi is an industry veteran with broad experience in technology-focused investment banking and finance, along with a comprehensive understanding of business and finance for large global semiconductor companies. She is the founder and managing director of Tomon Partners, LLC, a strategy and mergers and acquisitions (M&A) advisory firm based in San Francisco serving technology and healthcare companies.

“We are pleased to welcome Emiko to our Board,” said Mr. Eric Stang, Chairman of the Board at Rambus. “Ms. Higashi brings extensive experience in business development, M&A and finance for global semiconductor companies along with strong leadership and an entrepreneurial spirit that will help Rambus transition from an IP to a product-based company.”

“Rambus is moving beyond its traditional DRAM market with strong technologies and innovation,” said Higashi. “I look forward to helping guide the future of this organization as it continues its evolution to becoming a product and service company.”

In addition to being the managing director of Tomon Partners, Ms. Higashi also serves on the boards of KLA-Tenchor, MetLife Insurance K.K., a subsidiary of MetLife, Inc., Takeda Pharmaceutical Company Ltd. and Zeptor. Ms. Higashi is also a senior advisor to several private consulting firms. Prior to Tomon Partners, she was a co-founder and Chief Executive Officer of Gilo Ventures, a technology-focused venture capital firm. Other executive and management roles include various roles with investment banks, including Lehman Brothers, being a founding member of Wasserstein Parella and the technology head for their M&A business, and a managing director in charge of Merrill Lynch’s global technology M&A practice. Prior to her investment banking career, Ms. Higashi spent two years as a consultant at McKinsey & Co. in Tokyo, Japan. She holds an MBA from Harvard Business School and a BA from International Christian University in Tokyo.

About Rambus Inc.

Rambus creates innovative hardware and software technologies, driving advancements from the data center to the mobile edge. Our chips, customizable IP cores, architecture licenses, tools, software, services, training and innovations improve the competitive advantage of our customers. We collaborate with the industry, partnering with leading ASIC and SoC designers, foundries, IP developers, EDA companies and validation labs. Our products are integrated into tens of billions of devices and systems, powering and securing diverse applications, including Big Data, Internet of Things (IoT), mobile payments, and smart ticketing. At Rambus, we are makers of better. For more information, visit rambus.com.

#RMBSTN

Press Contact:

Kendra De Berti

Rambus

Senior Director, Solutions Marketing

(408) 462-8478

krhea@rambus.com