Rambus' CEO Hosts Annual Shareholder Meeting (Transcript)

Rambus Inc. (RMBS)

Annual Shareholder Meeting Call

April 26, 2012 12:00 pm ET


Harold Hughes - President & CEO

Tom Lavelle - SVP & General Counsel


Michael Cohen - MDC Financial Research


[Abrupt Start]

And thank you for joining us at the Rambus Annual Meeting and thank you for joining us on the web. Before proceeding further, I would like to introduce the Directors and Director nominees of the company who are here with us today. And if you can please stand when I call your name. Tom Bentley, our Chairman; Penny Herscher; Eric Stang; please stand; Dave Shrigley and Sunlin Chou. Thank you. And if I may also introduce the Rambus officers who are here today. Tom Lavelle, our General Counsel; Satish Rishi, our CFO; Sharon Holt who runs our Semiconductor Group; and Martin Scott, who runs our New Business Group.

Also it is today are our audit partner, [Samira Shikar] come here thank you. Aaron Alter from Wilson Sonsini, who has been with us for quite some time. Samir helps us through the complicated ever-growing competitive world of accounting nowadays. I will like to chairperson this meeting and I have asked Tom Lavelle, our Senior Vice President, General Counsel and Secretary to facilitate and record the minutes of this meeting. Tom?

Tom Lavelle

Thanks Harold. If you have not yet received your copies of the agenda and meeting procedures, please raise your hand and copies will be provided to you. In order to ensure that business of the meeting proceeds in an orderly fashion, we ask that you please observe the procedures.

I want to remind you that attendance of this meeting is by invitation only and I trust everyone has registered prior to entering this room. If there is anyone who is not a stockholder of the company, a designated proxy of the stockholder of the company or especially invited by the company to attend the meeting, we ask you to leave the meeting at this point. Thank you.

The Annual Meeting is being held in accordance with the company's bylaws Delaware laws. We will first address the matter described in the company's proxy statements dated March 15, 2012. 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 presentation regarding the company and an opportunity for stockholders to ask questions of the company's officers and directors.

During the first part of the meeting, until the ballot is closed, questions should be restricted to the procedures for the meeting and the proposal under consideration. I have proof by affidavit that notice of this meeting has been duly given and that the notice of the annual meeting of stockholders, proxy statement and proxies were mailed on or about March 15, 2012 to all stockholders of record at the close of business on March 1, 2012, the record date for the meeting.

We have at this meeting a record of stockholders as of that date. The affidavit together with copies of the notice, proxy statements and proxies will be filed within minutes of the meeting. We have appointed [Richard Chen], Senior Corporate Counsel of Rambus Inc. to act as the inspector of election for this annual meeting.

The inspector of election has signed an oath of office which will be filed within minutes of the meeting. Based on the preliminary review of the proxy cards submitted prior to this meeting, the inspector of election has determined that out of an aggregate of more than110 million shares of the company's common stock issued and outstanding as of the record date, were holders of at least 88 million shares of common stock are present or represented at the meeting which represents approximately 80.13% of all outstanding shares. That constitutes a majority of the votes eligible to be cast by the holders of shares of common stock issued and outstanding. A quorum is therefore present, the meeting is duly constituted and the business of the meeting may proceed forward.

Let me briefly describe the voting procedures. We will vote by proxies and by written ballot if necessary. Each holder of common stock is entitled to one vote for each share of common stock held in record at the close of this on the record date. If you have completed, if you have a completed proxy that you wish to file with the inspector of election now, please raise your hands so we can collect it at this time.

If you have previously turned in your proxy and you do not intend to change your vote, it's not necessary that you complete another proxy or ballot, your vote will be and probably already have been counted. If you're eligible to vote and have not submitted your proxy or if you want to change your vote, please raise your hand and we will give you a blank proxy to use as a ballot.

I will announce the preliminary results of the voting at the end of the meeting. Does anyone have questions regarding the voting procedures before we begin the voting? Hearing none, it is now 9:05 on April 26 2012 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 I directors and four Class II directors. The Class I directors will be elected at this meeting. As indicated in the company's proxy statement, the following four individuals are nominated by the Board of Directors to serve as Class I directors, J. Thomas Bentley; Sunlin Chou [Ph.D.] Harold Hughes and Abraham Sofaer. All of these nominees are currently serving as directors of the company.

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