<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the
Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional
Materials
[_] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-
12
RAMBUS INC.
---------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: ________
(2) Aggregate number of securities to which transaction applies: ___________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): _____________
(4) Proposed maximum aggregate value of transaction: _______________________
(5) Total fee paid: ________________________________________________________
[_] Fee paid previously with preliminary materials:
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________________
(2) Form, Schedule or Registration Statement no.: __________________________
(3) Filing Party: __________________________________________________________
(4) Date Filed: ____________________________________________________________
<PAGE>
[LOGO OF RAMBUS]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 9, 2000
----------------
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the "Annual
Meeting") of Rambus Inc., a Delaware corporation (the "Company"), will be held
on Wednesday, February 9, 2000 at 9:00 a.m., local time, at the Sheraton Palo
Alto Hotel, 625 El Camino Real, Palo Alto, California 94301, for the following
purposes:
1. To elect four Class I directors for a term of two years and until their
successors are duly elected and qualified.
2. To ratify the appointment by the Board of Directors of the firm of
PricewaterhouseCoopers LLP as independent auditors of the Company for
the fiscal year ending September 30, 2000.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice of Annual Meeting.
Only holders of record of the Company's Common Stock at the close of
business on January 7, 2000, the record date, are entitled to vote on the
matters listed in this Notice of Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to sign and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the Annual Meeting may vote in person even if he or she has returned a proxy.
By Order Of The Board Of Directors
of Rambus Inc.
Gary G. Harmon
Sr. Vice President, Finance, Chief
Financial Officer and Secretary
Mountain View, California
January 12, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE IN THE ENCLOSED ENVELOPE
<PAGE>
RAMBUS INC.
Proxy Statement
for
2000 Annual Meeting of Stockholders
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROCEDURAL MATTERS........................................................ 1
General................................................................. 1
Voting at the Annual Meeting; Record Date............................... 1
Quorum; Required Vote................................................... 1
Proxies................................................................. 2
Expenses of Solicitation................................................ 2
Procedure for Submitting Stockholder Proposals.......................... 2
PROPOSAL ONE: ELECTION OF DIRECTORS....................................... 4
General................................................................. 4
Nominees for Class I Directors.......................................... 4
Information Regarding Nominees and Other Directors...................... 5
Board Meetings and Committees........................................... 7
Director Compensation................................................... 7
PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS......... 8
Required Vote........................................................... 8
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT.................. 9
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT......................... 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION............... 10
EXECUTIVE OFFICERS OF THE COMPANY......................................... 11
EXECUTIVE COMPENSATION.................................................... 13
Summary Compensation Table.............................................. 13
Option Grants in Last Fiscal Year....................................... 14
Aggregate Option Exercises in Fiscal 1999 and Fiscal Year-End Option
Values................................................................. 14
Employment Agreements................................................... 14
CERTAIN TRANSACTIONS...................................................... 15
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS............ 15
Compensation Philosophy and Policies.................................... 15
Elements of Compensation................................................ 15
Fiscal 1999 Executive Compensation...................................... 16
Fiscal 1999 Chief Executive Officer Compensation........................ 16
COMPANY STOCK PRICE PERFORMANCE GRAPH..................................... 18
OTHER MATTERS............................................................. 19
</TABLE>
-i-
<PAGE>
RAMBUS INC.
----------------
PROXY STATEMENT
FOR
2000 ANNUAL MEETING OF STOCKHOLDERS
----------------
PROCEDURAL MATTERS
General
This Proxy Statement is being furnished to holders of common stock, par
value $0.001 per share (the "Common Stock"), of Rambus Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of the
Company's Stockholders (the "Annual Meeting") to be held on Wednesday,
February 9, 2000 at 9:00 a.m., local time, and at any adjournment or
postponement thereof, for the purpose of considering and acting upon the
matters set forth herein and in the accompanying Notice of Annual Meeting. The
Annual Meeting will be held at the Sheraton Palo Alto Hotel, 625 El Camino
Real, Palo Alto, California 94301. The telephone number at the Sheraton Palo
Alto Hotel is (650) 328-2800. The Company's headquarters are located at 2465
Latham Street, Mountain View, California 94040, and the telephone number at
that location is (650) 944-8000.
This Proxy Statement and the accompanying form of proxy are first being
mailed on or about January 12, 2000, together with the Company's 1999 Annual
Report to Stockholders (which includes the Company's 10-K for its 1999 fiscal
year), to all holders of Common Stock entitled to vote at the Annual Meeting.
Stockholders may obtain, for the cost of copying, a copy of any exhibits to
the Company's 10-K by writing to the Secretary of the Company at the Company's
headquarters.
Voting at the Annual Meeting; Record Date
Only holders of record of the Company's Common Stock at the close of
business on January 7, 2000 (the "Record Date") are entitled to notice of and
to vote at the Annual Meeting. Such stockholders are entitled to cast one vote
for each share of Common Stock held as of the Record Date on all matters
properly submitted for the vote of stockholders at the Annual Meeting. As of
the Record Date, there were 23,815,770 shares of the Company's Common Stock
outstanding and entitled to be voted at the Annual Meeting. No shares of
Preferred Stock were outstanding. For information regarding security ownership
by management and by the beneficial owners of more than 5% of the Company's
Common Stock, see "Share Ownership by Principal Stockholders and Management."
Quorum; Required Vote
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting.
Stockholders' votes will be tabulated by persons appointed by the Board of
Directors to act as inspectors of election for the Annual Meeting. While there
is no definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions in the counting of votes, the Company believes that
abstentions should be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of shares entitled to vote. In the absence of controlling
precedent to the contrary, the Company intends to treat abstentions in this
manner. In a 1988 Delaware case, Berlin v. Emerald Partners, the Delaware
Supreme Court held that, while broker non-votes may be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, broker non-votes should not be counted for purposes of determining
the number of shares entitled to vote with respect to the particular proposal
on which the broker has expressly not voted. In the election of directors, the
four nominees who receive the greatest
<PAGE>
number of votes will be elected, and therefore abstentions and broker non-
votes will have no effect on the outcome of the election of directors. There
are no cumulative voting rights in the election of directors.
Proxies
All shares entitled to vote and represented by properly executed proxies
received prior to the Annual Meeting, and not revoked, will be voted at the
Annual Meeting in accordance with the instructions indicated on those proxies.
If no instructions are indicated on a properly executed proxy, the shares
represented by that proxy will be voted as recommended by the Board of
Directors. If any other matters are properly presented for consideration at
the Annual Meeting, including, among other things, consideration of a motion
to adjourn the Annual Meeting to another time or place (including, without
limitation, for the purpose of soliciting additional proxies), the persons
named in the enclosed proxy and acting thereunder will have discretion to vote
on those matters in accordance with their best judgment. The Company does not
currently anticipate that any other matters will be raised at the Annual
Meeting. The Company has an advance notice Bylaw provision described in
"Procedure for Submitting Stockholder Proposals" below. To date, the Company
has not received from any stockholder any notice with respect to nomination
for the election of directors or other business to be brought before the
Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. A proxy may be revoked (i) by filing
with the Secretary of the Company, at or before the taking of the vote at the
Annual Meeting, a written notice of revocation or a duly executed proxy, in
either case later dated than the prior proxy relating to the same shares or
(ii) by attending the Annual Meeting and voting in person (although attendance
at the Annual Meeting will not of itself revoke a proxy). Any written notice
of revocation or subsequent proxy must be received by the Secretary of the
Company prior to the taking of the vote at the Annual Meeting. Such written
notice of revocation or subsequent proxy should be hand delivered to the
Secretary of the Company or should be sent so as to be delivered to Rambus
Inc., 2465 Latham Street, Mountain View, CA 94040, Attention: Secretary.
Expenses of Solicitation
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by the Company. The Company may
reimburse brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of Common Stock for their reasonable expenses
in forwarding solicitation material to such beneficial owners. Directors,
officers and employees of the Company may also solicit proxies in person or by
telephone, telegram, letter, facsimile or other means of communication. Such
directors, officers and employees will not be additionally compensated, but
they may be reimbursed for reasonable out-of-pocket expenses in connection
with such solicitation. In addition, the Company has retained Corporate
Investor Communications, Inc. to assist in the mailing and solicitation of
proxies at an estimated fee of $5,000, plus reasonable out-of-pocket expenses.
Procedure for Submitting Stockholder Proposals
Stockholders may present proper proposals for inclusion in the Company's
proxy statement and for consideration at the next annual meeting of its
stockholders by submitting their proposals in writing to the Secretary of the
Company in a timely manner. In order to be included in the Company's proxy
materials for the annual meeting of stockholders to be held in the year 2001,
stockholder proposals must be received by the Secretary of the Company no
later than September 14, 2000, and must otherwise comply with the requirements
of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In addition, the Company's Bylaws establish an advance notice procedure
with regard to certain matters, including stockholder proposals not included
in the Company's proxy statement, to be brought before an annual meeting of
stockholders. For nominations or other business to be properly brought before
the meeting by a stockholder, such stockholder must provide written notice
delivered to the Secretary of the Company 90 days in advance of the annual or
special meeting, which notice must contain specified information concerning
the matters to be brought before such meeting and concerning the stockholder
proposing such matters. In the event that less
2
<PAGE>
than 100 days notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A copy of the full text of the
Bylaw provisions discussed above may be obtained by writing to the Secretary
of the Company. All notices of proposals by stockholders, whether or not
included in the Company's proxy materials, should be sent to Rambus Inc., 2465
Latham Street, Mountain View, CA 94040, Attention: Secretary.
3
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently comprised of seven members
who are divided into two classes with overlapping two-year terms. A director
serves in office until his or her respective successor is duly elected and
qualified or until his or her earlier death or resignation. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the two classes so that, as nearly as possible, each class
will consist of an equal number of directors.
Nominees for Class I Directors
Four Class I directors are to be elected at the Annual Meeting for a two-
year term ending in 2002. The Board of Directors has nominated BRUCE DUNLEVIE,
CHARLES GESCHKE, MARK HOROWITZ and DAVID MOORING for re-election as Class I
directors. Unless otherwise instructed, the persons named in the enclosed
proxy intend to vote proxies received by them for the re-election of Mr.
Dunlevie, Dr. Geschke, Dr. Horowitz and Mr. Mooring. The Company expects that
each of Mr. Dunlevie, Dr. Geschke, Dr. Horowitz and Mr. Mooring will accept
such nomination; however, in the event that Mr. Dunlevie, Dr. Geschke, Dr.
Horowitz or Mr. Mooring is unable or declines to serve as a director at the
time of the Annual Meeting, proxies will be voted for a substitute nominee or
nominees designated by the present Board of Directors. The term of office of
each person elected as a director will continue until such director's term
expires in 2002 or until such director's successor has been elected and
qualified.
The Board of Directors recommends a vote "FOR" the nominees listed above.
4
<PAGE>
Information Regarding Nominees and Other Directors
Set forth below is certain information regarding the nominees for Class I
directors and each other director of the Company whose term of office continues
after the Annual Meeting.
Nominees for Class I Directors for a term expiring in 2002
<TABLE>
<CAPTION>
Name Age Principal Occupation and Business Experience
---- --- --------------------------------------------
<S> <C> <C>
Bruce Dunlevie... 43 Mr. Dunlevie has served as a director of the Company
since its founding in March 1990. He has been a member of
the venture capital firm Benchmark Capital since April
1996, and a general partner of the venture capital firm
Merrill, Pickard, Anderson & Eyre since 1989. Mr.
Dunlevie also served as Vice President and General
Manager of the Personal Computer Systems Division of
Everex Systems, a personal computer manufacturer. He
holds a B.A. degree in History from Rice University and
an M.B.A. from Stanford University. Mr. Dunlevie also
serves as a director of Geoworks, an operating systems
software company, Genesys Telecommunications
Laboratories, Inc., a CTI framework provider, and several
privately-held companies.
Charles Geschke.. 60 Dr. Geschke has served as a director of the Company since
February 1996. He is a co-founder of Adobe Systems
Incorporated, a software company, and has served as a
director of that company since 1982, Chief Operating
Officer from 1986 to 1995, President since 1989 and
Chairman since 1997. Prior to 1982, Dr. Geschke held
various positions with Xerox's Palo Alto Research Center,
including Manager of the Imaging Sciences Laboratory. He
holds an A.B. degree in Classics and an M.S. degree in
Mathematics from Xavier University of Ohio, and received
his Ph.D. in Computer Science from Carnegie-Mellon
University.
Mark Horowitz.... 42 Dr. Horowitz has served as a director since co-founding
the Company in March 1990 and as Vice President from
March 1990 to May 1994 and currently continues to serve
in a part-time capacity as a member of the technical
staff. Dr. Horowitz has taught at Stanford University
since 1984 where he is currently professor of Electrical
Engineering. He holds B.S. and M.S. degrees in Electrical
Engineering from Massachusetts Institute of Technology
and received his Ph.D. in Electrical Engineering from
Stanford University.
David Mooring.... 41 Mr. Mooring was appointed President and Director in
December 1999. Mr. Mooring joined the Company in February
1991 as Vice President, Marketing and Sales. He served as
Vice President, Business Development from May 1994 to
March 1997, when he became Sr. Vice President and General
Manager of the Computer & Memory Group and served in that
capacity until his appointment as President. From 1989 to
1991, he served as Vice President of Marketing and Sales
at Vitesse Semiconductor, Inc., a semiconductor
manufacturer. From 1980 to 1989, Mr. Mooring held various
marketing and sales positions at Intel Corporation. Mr.
Mooring holds a B.S. degree in Economics from the
University of Santa Clara, an M.B.A. from Pepperdine
University and an M.S. degree in Computer Engineering
from the University of Southern California.
</TABLE>
5
<PAGE>
Incumbent Class II Directors Whose Terms Expire in 2001
<TABLE>
<CAPTION>
Name Age Principal Occupation and Business Experience
---- --- --------------------------------------------
<S> <C> <C>
William Davidow......... 64 Dr. Davidow has served as Chairman of the Board of
Directors since the Company was founded in March 1990.
Since 1985, Dr. Davidow has been a general partner of
Mohr, Davidow Ventures, a venture capital firm. From 1973
to 1985, he held a number of management positions at
Intel Corporation, including Senior Vice President of
Marketing and Sales, Vice President of the Microcomputer
Division and Vice President of the Microcomputer Systems
Division. Dr. Davidow holds A.B. and M.S. degrees in
Electrical Engineering from Dartmouth College and a Ph.D.
in Electrical Engineering from Stanford University. He
also serves as a director of Vantive Corporation and
Viant Corporation as well as several privately-held
companies.
P. Michael Farmwald..... 45 Dr. Farmwald has served as a director of the Company
since co-founding the Company in March 1990, and in
addition served as Vice President and Chief Scientist
from March 1990 to November 1993. He co-founded Chromatic
Research Inc., a privately held developer of media
processors for the PC industry, in November 1993 and
served as a director prior to the sale of Chromatic
Research Inc. to ATI Technologies Inc. in November 1998.
From 1988 to 1989, Dr. Farmwald was an associate
professor of Electrical and Computer Engineering at the
University of Illinois. In 1986, he co-founded FTL which
merged that year with MIPS. From 1986 to 1988, Dr.
Farmwald was Chief Scientist for High End Systems at
MIPS. Dr. Farmwald holds a B.S. degree in Mathematics
from Purdue University and a Ph.D. in Computer Science
from Stanford University. He also serves as a director of
a privately-held company.
Geoff Tate.............. 45 Mr. Tate currently serves as Chief Executive Officer and
Director. Mr. Tate served as President, Chief Executive
Officer and Director from May 1990 to December 1999. From
February 1989 to January 1990, Mr. Tate served as Senior
Vice President and Corporate Officer, Microprocessor and
Peripherals with Advanced Micro Devices, Inc. ("AMD"), a
semiconductor manufacturer. From 1979 to 1989, Mr. Tate
served in various marketing and product line management
positions with AMD. Mr. Tate holds a B.S. degree in
Computer Science from the Unviersity of Alberta and an
M.B.A. from the Harvard Graduate School of Business
Administration.
</TABLE>
6
<PAGE>
Board Meetings and Committees
During fiscal 1999, the Board of Directors held four meetings (including
regularly scheduled and special meetings), and no incumbent director attended
fewer than 75% of the total number of meetings of the Board of Directors and
the committees, if any, of which he was a member. Certain matters approved by
the Board of Directors were approved by unanimous written consent.
The Board of Directors currently has three standing committees: an Audit
Committee, a Compensation Committee and a Stock Option Committee. The Company
has no nominating committee or committee performing a similar function. The
Audit Committee and the Compensation Committee currently consist of William
Davidow, Bruce Dunlevie and Charles Geschke. The Stock Option Committee
currently consists of one member, Geoff Tate.
Audit Committee. The Audit Committee, which met four times during fiscal
1999, makes such examinations as are necessary to monitor the corporate
financial reporting and the internal and external audits of the Company,
provides to the Board the results of its examinations and recommendations
derived therefrom, outlines to the Board improvements made, or to be made, in
internal accounting controls, nominates independent auditors, and provides
such additional information and materials as it may deem necessary to make the
Board aware of significant financial matters that require Board attention.
Compensation Committee. The Compensation Committee, which met six times
during fiscal 1999, reviews and makes recommendations to the Board of
Directors regarding all forms of compensation to be provided to the executive
officers and directors of the Company, including stock compensation and loans,
and all bonus and stock compensation to all employees. Certain matters were
approved by the Compensation Committee by unanimous written consent.
Stock Option Committee. The Stock Option Committee, which was established
in February 1997, has the authority (subject to limitations, if any, which may
be established by the Company's Board of Directors) to administer the issuance
of stock options under the Company's 1997 Stock Plan (the "1997 Stock Plan")
and the 1999 NonStatutory Stock Option Plan (the "1999 Stock Plan") of up to
25,000 shares per employee per year, other than executive officers.
Director Compensation
Board members do not receive any cash fees for their service on the Board
or any Board committee, but they are entitled to reimbursement of all
reasonable out-of-pocket expenses incurred in connection with their attendance
at Board and Board committee meetings. All Board members are eligible to
receive stock options pursuant to the discretionary option grant program in
effect under the 1997 Stock Plan. The 1997 Stock Plan also provides for an
automatic grant of an option to purchase 10,000 shares of Common Stock (the
"First Option") to each non-employee, non-founder director who becomes a non-
employee, non-founder director after the effective date of the 1997 Stock Plan
provided that an employee director who becomes a non-employee, non-founder
director is not eligible for the First Option. In addition, each non-employee,
non-founder director is automatically granted an option to purchase 5,000
shares (a "Subsequent Option") on October 1 of each year provided he or she is
then a non-employee, non-founder director and, provided further, that on such
date he or she has served on the Board for at least six months. On October 1,
1999, Dr. Davidow, Mr. Dunlevie and Dr. Geschke were each granted a Subsequent
Option to purchase 5,000 shares of Common Stock with an exercise price equal
to the closing price of the Company's Common Stock.
7
<PAGE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP as
independent auditors of the Company to audit the consolidated financial
statements of the Company for the fiscal year ending September 30, 2000, and
has determined that it would be desirable to request that the stockholders
ratify such appointment.
PricewaterhouseCoopers LLP (or its predecessor, Coopers & Lybrand L.L.P.)
has audited the Company's financial statements since 1991. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting
with the opportunity to make a statement if he or she desires to do so, and is
expected to be available to respond to appropriate questions.
Required Vote
Although stockholder approval is not required for the appointment of
PricewaterhouseCoopers LLP since the Board of Directors has the responsibility
for selecting auditors, the Board of Directors has conditioned its appointment
of the Company's independent auditors upon the receipt of the affirmative vote
of a majority of the votes duly cast at the Annual Meeting. In the event that
the stockholders do not approve the selection of PricewaterhouseCoopers LLP,
the Board of Directors will reconsider its selection.
The Board of Directors recommends a vote "FOR" this proposal.
8
<PAGE>
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Under the proxy rules of the Securities and Exchange Commission, a person
who directly or indirectly has or shares voting power or investment power with
respect to a security is considered a beneficial owner of the security. Voting
power is the power to vote or direct the voting of shares, and investment
power is the power to dispose of or direct the disposition of shares. Shares
as to which voting power or investment power may be acquired within 60 days
are also considered as beneficially owned under the proxy rules.
The following table sets forth certain information as of November 30, 1999,
regarding beneficial ownership of the Company's Common Stock by (i) each
person who is known to the Company to own beneficially more than five percent
of the Company's Common Stock, (ii) each director and each nominee for
election as a director of the Company, (iii) each executive officer named in
the Summary Compensation Table set forth in this Proxy Statement, and (iv) all
current directors and current officers of the Company as a group. The
information on beneficial ownership in the table and the footnotes thereto is
based upon the Company's records and the most recent Schedule 13D or 13G filed
by each such person or entity and information supplied to the Company by such
person or entity. Unless otherwise indicated, each person has sole voting
power and sole investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficially Shares Beneficially
Name or Group of Beneficial Owners Owned(1) Owned(1)
- ----------------------------------------- ---------------- -------------------
<S> <C> <C>
FMR Corp. (Fidelity)(2).................. 2,034,529 8.5
82 Devonshire Street
Boston, MA 02109
Stuart J. Steele(3)...................... 1,191,893 5.0
436 S. River Road
Bedford, NH 03110
Geoff Tate(4)............................ 911,689 3.8
David Mooring(5)......................... 151,589 *
Gary Harmon(6)........................... 144,413 *
Ed Larsen(7)............................. 15,196 *
Subodh Toprani(8)........................ 138,193 *
William Davidow(9)....................... 256,013 1.0
Bruce Dunlevie(10)....................... 1,039,130 4.4
P. Michael Farmwald...................... 1,127,734 4.7
Charles Geschke(11)...................... 71,249 *
Mark Horowitz(12)........................ 629,429 2.6
All directors and officers as a group (11
persons) (13)........................... 4,509,465 18.8
--------- ----
</TABLE>
- --------
* Less than 1 percent
(1) Percentage of shares beneficially owned is based on 23,815,770 shares
outstanding as of November 30, 1999. Unless otherwise indicated below,
the persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject
to community property laws where applicable. Shares subject to options
which are exercisable within 60 days of November 30, 1999 are deemed to
be outstanding and to be beneficially owned by the person holding such
options for the purpose of computing the percentage ownership of such
person, but are not deemed to be outstanding and to be beneficially owned
for the purpose of computing the percentage ownership of any other
person.
(2) As reported on Schedule 13G filed on November 10, 1999.
(3) As reported on Schedule 13G filed on April 23, 1999.
(4) Includes 44,000 shares subject to options exercisable within 60 days of
November 30, 1999, of which 249 shares were vested and 43,751 shares were
unvested as of November 30, 1999. Also includes 15,000 shares held of
record by Mr. Tate's wife, Colleen Thygesen Tate, as Trustee for their
children.
(5) At November 30, 1999, 30,543 shares held by Mr. Mooring were subject to a
right of repurchase in favor of the Company which lapses over time.
9
<PAGE>
(6) At November 30, 1999, 15,959 shares held by Mr. Harmon were subject to a
right of repurchase in favor of the Company which lapses over time.
(7) At November 30, 1999, 14,897 shares held by Mr. Larsen were subject to a
right of repurchase in favor of the Company which lapses over time.
(8) Includes 45,500 shares subject to options exercisable within 60 days of
November 30, 1999, of which 25,875 shares were vested and 19,625 shares
were unvested as of November 30, 1999.
(9) Includes 4,374 shares subject to options exercisable within 60 days of
November 30, 1999, of which 3,958 shares were vested and 416 shares were
unvested as of November 30, 1999. At November 30, 1999, 3,125 shares held
by Dr. Davidow were subject to a right of repurchase in favor of the
Company which lapses over time.
(10) Includes all shares held by entities affiliated with MPAE V Management
Co. Bruce W. Dunlevie, a director of the Company, is a general partner of
MPAE V Management Co. which is a general partner of Merrill, Pickard,
Anderson & Eyre V, L.P. which owns 941,516 shares. Mr. Dunlevie is deemed
to have voting and investment power with respect to such shares. Mr.
Dunlevie may be deemed to beneficially own such shares, but he disclaims
beneficial ownership of all such shares except to the extent of his
pecuniary interest therein. Also includes (i) 39,374 shares subject to
options exercisable within 60 days of November 30, 1999, of which 35,833
shares were vested and 3,541 shares were unvested as of November 30,
1999, and (ii) 8,000 shares held of record by Mr. Dunlevie as trustee for
his children.
(11) Includes 31,875 shares held of record by The Geschke Family Trust Dated
9/25/87, and 29,374 shares subject to options exercisable within 60 days
of November 30, 1999, of which 26,874 shares were vested and 2,500 shares
were unvested as of November 30, 1999. At November 30, 1999, 3,125 shares
held by Dr. Geschke were subject to a right of repurchase in favor of the
Company which lapses over time.
(12) Includes 3,200 shares held by the Horowitz Charitable Trust, of which Mr.
Horowitz is Trustee.
(13) Includes 175,854 shares subject to options exercisable within 60 days of
November 30, 1999, of which 98,920 shares were vested and 76,934 shares
were unvested as of November 30, 1999. At November 30, 1999, 67,649
shares held by such persons were subject to a right of repurchase in
favor of the Company which lapses over time.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
executive officers and directors and persons who own more than ten percent of
a registered class of the Company's equity securities ("10% Stockholders") to
file reports of ownership on a Form 3 and changes in ownership on a Form 4 or
a Form 5 with the SEC and The Nasdaq Stock Market. Such executive officers,
directors and 10% Stockholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms received by the
Company, or written representations from certain reporting persons that no
Forms 5 were required for such persons, the Company believes that, during
fiscal 1999, its executive officers, directors and 10% Stockholders complied
with all applicable Section 16(a) filing requirements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of Dr. Davidow, Mr.
Dunlevie and Dr. Geschke. No interlocking relationship exists between any
member of the Company's Compensation Committee and any member of any other
company's board of directors or compensation committee, nor has any such
interlocking relationship existed in the past. No member of the Compensation
Committee is or was formerly an officer or an employee of the Company.
10
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company and their ages and positions as of
September 30, 1999, are as follows:
<TABLE>
<CAPTION>
Name Age Position
------------------------ --- ------------------------------------------------
<C> <C> <S>
Geoff Tate.............. 45 President, Chief Executive Officer and Director
David Mooring........... 40 Sr. Vice President and General Manager, Computer
& Memory Group
Gary Harmon............. 61 Vice President, Finance, Chief Financial Officer
and Secretary
Ed Larsen............... 47 Vice President, Human Resources
Subodh Toprani.......... 45 Vice President and General Manager, Logic
Products Division
</TABLE>
The Company's executive officers are appointed by, and serve at the
discretion of, the Board of Directors. There is no family relationship between
any executive officer and any director of the Company.
Geoff Tate currently serves as Chief Executive Officer and Director. Mr.
Tate served as President, Chief Executive Officer and Director from May 1990
to December 1999. From February 1989 to January 1990, Mr. Tate served as
Senior Vice President and Corporate Officer, Microprocessor and Peripherals
with Advanced Micro Devices, Inc. ("AMD"), a semiconductor manufacturer. From
1979 to 1989, Mr. Tate served in various marketing and product line management
positions with AMD. Mr. Tate holds a B.S. degree in Computer Science from the
University of Alberta and an M.B.A. from the Harvard Graduate School of
Business Administration.
David Mooring was appointed President and Director in December 1999. Mr.
Mooring joined the Company in February 1991 as Vice President, Marketing and
Sales. He served as Vice President, Business Development from May 1994 to
March 1997, when he became Sr. Vice President and General Manager of the
Computer & Memory Group and served in that capacity until his appointment as
President. From 1989 to 1991, he served as Vice President of Marketing and
Sales at Vitesse Semiconductor, Inc., a semiconductor manufacturer. From 1980
to 1989, Mr. Mooring held various marketing and sales positions at Intel
Corporation. Mr. Mooring holds a B.S. degree in Economics from the University
of Santa Clara, an M.B.A. from Pepperdine University and an M.S. degree in
Computer Engineering from the University of Southern California.
Gary Harmon was appointed Sr. Vice President, Finance, Chief Financial
Officer and Secretary in December 1999. Mr. Harmon has served as Vice
President, Finance, Chief Financial Officer and Secretary since joining the
Company in March 1993. Prior to 1993, Mr. Harmon held various financial
positions at Novellus Systems Inc., Digital Microwave Inc. and Avantek, Inc.
Mr. Harmon holds a B.S. degree in Electrical Engineering from Stanford
University and an M.B.A. from the Harvard Graduate School of Business
Administration.
Ed Larsen was appointed Sr. Vice President, Administration in December
1999. Mr. Larsen has served as Vice President, Human Resources, since joining
the Company in September 1996. From May 1995 to August 1996, he served as
Director, Human Resources for Cirrus Logic, Inc., a semiconductor
manufacturer. From June 1991 to July 1993 and May 1994 to May 1995, Mr. Larsen
was an independent consultant. From July 1993 to April 1994, he served as
Director, Human Resources for Zilog, Inc., a semiconductor manufacturer. Mr.
Larsen has also held various human resources positions with VLSI Technology
and Motorola. Mr. Larsen holds a B.S. degree in Business Administration from
the University of Minnesota.
Subodh Toprani was appointed Sr. Vice President, New Ventures in December
1999. Mr. Toprani had served as Vice President and General Manager of the
Logic Products Division since March 1997. Mr. Toprani joined the Company in
May 1994 as Vice President, Marketing. From February 1992 to April 1994, Mr.
Toprani served as Director of Marketing and Systems Engineering with the
Personal Computer Products Division of AMD. From 1982 to 1992, Mr. Toprani
served in various field engineering and marketing positions with AMD.
11
<PAGE>
He has also held various engineering positions with Bally Manufacturing Corp.,
a manufacturer of gaming and leisure equipment, and Gaming Devices Inc., a
manufacturer of gaming equipment. Mr. Toprani holds a B.S. degree in Physics
from St. Xavier's College of Bombay and B.S. and M.S. degrees in Electrical
Engineering from the Illinois Institute of Technology.
12
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth, for the fiscal years ended September 30,
1997, 1998 and 1999, certain summary information regarding the compensation of
the Company's Chief Executive Officer and each of the other four most highly
compensated executive officers (collectively, the "Named Executive Officers")
whose annual compensation (salary and bonus) for services rendered in all
capacities to the Company exceeded $100,000.
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Annual
Compensation Securities
----------------- Underlying All Other
Name and Principal Position Year Salary Bonus(1) Options (#) Compensation(2)
---------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Geoff Tate.................. 1999 $210,866 $122,682 90,000 $1,920
Chief Executive Officer 1998 215,000 68,300 70,000 1,920
1997 215,000 52,039 75,000 1,920
David Mooring............... 1999 190,000 108,619 70,000 1,832
President 1998 186,250 60,743 40,000 1,920
1997 170,250 58,302 20,000 1,920
Gary Harmon................. 1999 175,000 98,907 15,000 1,676
Sr. Vice President, Finance
and 1998 169,856 52,547 30,000 1,630
Chief Financial Officer 1997 154,425 39,560 10,000 1,630
Ed Larsen................... 1999 150,000 83,993 50,000 1,424
Sr. Vice President,
Administration 1998 145,000 44,422 30,000 1,248
1997 133,125 26,455 50,000 1,238
Subodh Toprani.............. 1999 185,625 105,062 50,000 1,784
Sr. Vice President, New
Ventures 1998 172,500 56,268 35,000 1,920
1997 165,000 34,487 10,000 1,920
</TABLE>
- --------
(1) Earned for services during year.
(2) Consists of group term life insurance premiums paid by the Company.
13
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information regarding stock options
granted to each of the Named Executive Officers for the fiscal year ended
September 30, 1999.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------
Potential Realizable Value at
Number of % of Assumed Annual Rates of
Securities Total Options Stock Price Appreciation
Underlying Granted to Exercise For Option Term(1)
Options Employees in Price Expiration ------------------------------
Granted Fiscal Year(2) Per Share(3) Date 5% 10%
---------- -------------- ------------ ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Geoff Tate.............. 90,000 7.8% $59.3125 11/5/08 $ 3,357,118 $ 8,507,596
David Mooring........... 70,000 6.1% $59.3125 11/5/08 $ 2,611,092 $ 6,617,019
Gary Harmon............. 15,000 1.3% $59.3125 11/5/08 $ 559,520 $ 1,417,933
Ed Larsen............... 50,000 4.3% $59.3125 11/5/08 $ 1,865,066 $ 4,726,442
Subodh Toprani.......... 50,000 4.3% $59.3125 11/5/08 $ 1,865,066 $ 4,726,442
</TABLE>
- --------
(1) Potential realizable value is based on the assumption that the Common
Stock of the Company appreciates at the annual rate shown (compounded
annually) from the date of grant until the expiration of the ten year
term. These numbers are calculated based on Securities and Exchange
Commission requirements and do not reflect the Company's estimate of
future stock price growth.
(2) The Company granted options to purchase 1,150,600 shares of Common Stock
to all employees during fiscal 1999.
(3) Options were granted at an exercise price equal to the fair market value
of the Company's Common Stock at the date of grant.
Aggregate Option Exercises in Fiscal 1999 and Fiscal Year-End Option Values
The following table sets forth for each of the Named Executive Officers the
shares acquired and the value realized on each exercise of stock options
during the year ended September 30, 1999 and the year-end number and value of
exercisable and unexercisable options:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at 9/30/99 (1) at 9/30/99 (2)
Acquired Value ------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Geoff Tate.............. 21,800 $1,521,700 3,199 210,001 $ 195,939 $4,745,686
David Mooring........... -- -- -- 110,000 -- $1,090,625
Gary Harmon............. 30,500 $1,784,625 -- 45,000 -- $ 557,812
Ed Larsen............... 8,230 $ 664,580 -- 80,000 -- $ 800,625
Subodh Toprani.......... 15,000 $ 912,750 23,750 106,750 $1,555,688 $2,234,438
</TABLE>
- --------
(1) Although some options are immediately exercisable for all the option
shares, any shares purchased under such an option are subject to
repurchase by the Company, at the exercise price paid per share, in the
event the optionee ceases to provide services to the Company prior to
vesting in those shares.
(2) Market value of underlying securities based on the closing price of the
Company's Common Stock on September 30, 1999 (the last trading day of
fiscal 1999) on the Nasdaq National Market of $66.25 minus the exercise
price.
Employment Agreements
None of the Company's executive officers has employment or severance
agreements with the Company.
14
<PAGE>
CERTAIN TRANSACTIONS
Chromatic Research, Inc. In February 1994, the Company licensed its
interface technology to Chromatic Research, Inc. ("Chromatic"), a multimedia
processor design company. Under the terms of the license, the Company received
626,053 shares of Chromatic Series B Preferred Stock. In December 1997, the
Company received an additional 142,857 shares of Chromatic Series I Preferred
Stock in return for an investment in Chromatic of $1,000,000. As of the Series
I financing, the Company's ownership interest represented approximately 2.7%
of the outstanding shares of Chromatic. In November 1998, Chromatic was
acquired by ATI Technologies Inc. and the Company received a total of $782,221
in payment for its shares. Chromatic was formed in May 1993 by, among others,
Dr. Farmwald, who served as a director of, and consultant to, Chromatic.
Investors in Chromatic included affiliates of Mohr, Davidow Ventures, Merrill,
Pickard, Anderson & Eyre and Kleiner Perkins, Caufield & Byers. Dr. Davidow
and Mr. Dunlevie also served on the Board of Directors of Chromatic.
The Company believes that all related-party transactions described above
were on terms no less favorable than could have been otherwise obtained from
unrelated third parties. All future transactions between the Company and its
executive officers, directors and principal stockholders will be approved by a
majority of the independent and disinterested members of the Board of
Directors and will be on terms no less favorable than could be obtained from
unrelated third parties.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors (the "Committee")
consists of directors William Davidow, Bruce Dunlevie and Charles Geschke,
none of whom are employees or officers of the Company. The Committee sets
policy and administers the Company's cash and equity incentive programs for
the purpose of attracting and retaining highly skilled executives who will
promote the Company's business goals and build long-term stockholder value.
The Committee is also responsible for reviewing and making recommendations to
the Board of Directors regarding all forms of compensation to be provided to
the executive officers of the Company.
Compensation Philosophy and Policies
The policy of the Committee is to attract and retain key personnel through
the payment of competitive base salaries and to encourage and reward
performance through bonuses and stock ownership. The Committee's objectives
are to:
. ensure that there is an appropriate relationship between executive
compensation and the creation of stockholder value;
. ensure that the total compensation program will motivate, retain and
attract executives of outstanding abilities; and
. ensure that current cash and equity incentive opportunities are
competitive with comparable companies.
Elements of Compensation
Compensation for officers and key employees includes both cash and equity
elements.
Cash compensation consists of base salary, which is determined on the basis
of the level of responsibility, expertise and experience of the employee and
competitive conditions in the industry. In addition, cash bonuses may be
awarded to officers and other key employees.
Ownership of the Company's Common Stock is a key element of executive
compensation. Officers and other employees of the Company are eligible to
participate in the 1997 Stock Plan and the 1997 Employee Stock Purchase Plan
(the "Purchase Plan"). Non-executive officer employees are also eligible to
participate in the 1999
15
<PAGE>
Stock Plan. The 1997 Stock Plan permits the Board of Directors or the
Committee to grant stock options, stock purchase rights and Common Stock
equivalents to employees on such terms as the Board or the Committee may
determine. The 1999 Stock Plan permits the Board of Directors or the Committee
to grant stock options to employees on such terms as the Board or the
Committee may determine. The Committee has the authority to grant and
administer stock options to all employees of the Company. In determining the
size of a stock option grant to a new officer or other key employee, the
Committee takes into account equity participation by comparable employees
within the Company, external competitive circumstances and other relevant
factors. These options typically vest over 48 months and thus require the
employee's continuing services to the Company. Additional options may be
granted to current employees to reward exceptional performance or to provide
additional unvested equity incentives. The vesting of these additional stock
options usually will not begin until previous option grants have become fully
vested. The Purchase Plan permits employees to acquire Common Stock of the
Company through payroll deduction and promotes broad-based equity
participation throughout the Company. The Committee believes that such stock
plans align the interests of the employees with the long-term interests of the
stockholders.
The Company also maintains a 401(k) Plan to provide retirement benefits
through tax deferred salary deductions for all its employees. The Company does
not currently contribute to the 401(k) Plan.
The Committee has considered the potential future effects of Section 162(m)
of the Internal Revenue Code of 1986, as amended. Section 162(m) limits the
deductibility by public companies of certain executive compensation in excess
of $1 million per executive per year, but excludes from the calculation of
such $1 million limit certain elements of compensation, including performance-
based compensation, provided that certain requirements are met. None of the
Company's executive officers approached the $1 million limit in fiscal 1999
nor is any expected to approach such limit in fiscal 2000. However, the
provisions of Section 162(m) merit current consideration because, under
certain circumstances, the difference between the fair market value and the
exercise price of options granted in the present time period, measured at the
time of exercise, could be included in the calculation under Section 162(m) of
the executive officers' compensation in the time period in which the exercise
occurs. This result can be avoided if the plans under which such options are
granted comply with certain requirements at the time of grant, including
administration by a committee consisting solely of two or more outside
directors and stockholder approval of the terms of the plan, including
approval of an annual limit stated in the plan on the number of shares with
respect to which options may be granted to any employee. The Company's 1997
Stock Plan has been designed and administered to meet such requirements. The
Company has not attempted to structure other elements of executive
compensation to qualify as performance-based compensation for purposes of
Section 162(m).
Fiscal 1999 Executive Compensation
The Company's executive compensation philosophy is that base salary and
cash bonuses should reflect the overall financial and non-financial
performance of the Company and that non-cash compensation should be closely
aligned with stockholder interests. No executive officer of the Company has an
employment or severance agreement with the Company. Executive compensation for
1999 included base salary and cash bonuses. Cash bonuses for executive
officers are based on the following measures of the Company's performance:
total revenues, operating income, the market penetration of the Company's
technology and other performance goals. Executive officers, like other
employees, were eligible for option grants under the 1997 Stock Plan and to
participate in the Purchase Plan.
Fiscal 1999 Chief Executive Officer Compensation
Geoff Tate joined the Company as President and Chief Executive Officer in
1990 and currently serves as Chief Executive Officer. Mr. Tate does not have
an employment or severance agreement with the Company. In setting Mr. Tate's
compensation, the Compensation Committee, in addition to considering the
factors for all executive officers described above, also considers data
reflecting comparative compensation information from
16
<PAGE>
other companies. In fiscal 1999, Mr. Tate's compensation was based on the
Company's overall performance in relation to goals set in the beginning of the
year. In addition, in fiscal 1999 the Company granted Mr. Tate options to
purchase 90,000 shares of Common Stock. The options, which do not begin to
vest until January 1, 2002, are designed to increase Mr. Tate's incentive to
remain with the Company in the future and to closely align Mr. Tate's
interests with those of the Company's stockholders.
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
William Davidow
Bruce Dunlevie
Charles Geschke
17
<PAGE>
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders on
the Company's Common Stock with the cumulative total return of the Nasdaq
Stock Market Index-U.S. ("Nasdaq US") and the Hambrecht & Quist Technology
Index ("H&Q Technology"). The graph assumes that $100 was invested on May 13,
1997, the date of the Company's initial public offering, in the Company's
Common Stock, the Nasdaq US Index and the H&Q Technology Index, including
reinvestment of dividends. No dividends have been declared or paid on the
Company's Common Stock. Historic stock price performance is not necessarily
indicative of future stock price performance.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Nasdaq US H&Q Technology
Date Rambus Inc. Index Index
-------- ----------- --------- --------------
<S> <C> <C> <C>
05/13/97 $100 $100 $100
06/30/97 $388 $108 $107
09/30/97 $464 $127 $129
12/31/97 $381 $119 $109
03/31/98 $365 $139 $132
06/30/98 $509 $143 $135
09/30/98 $533 $129 $120
12/31/98 $802 $167 $170
3/31/99 $536 $187 $185
6/30/99 $768 $205 $219
9/30/99 $552 $209 $231
</TABLE>
18
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Annual Meeting. If any additional matters are properly presented or
otherwise allowed to be considered at the Annual Meeting, the persons named in
the enclosed proxy will have discretion to vote shares they represent in
accordance with their own judgment on such matters.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. You are, therefore, urged to execute
and return, at your earliest convenience, the accompanying proxy in the
envelope which has been enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
Mountain View, California
January 12, 2000
19
<PAGE>
1639-PS-00
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
RAMBUS INC.
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 9, 2000
The undersigned stockholder of Rambus, Inc., a Delaware corporation (the
"Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and accompanying Proxy Statement each dated January 12, 2000 and
hereby appoints Geoff Tate and Gary Harmon, or either of them, proxies and
attorneys-in-fact, each with full power of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of Rambus Inc. to be held on
February 9, 2000 at 9:00 a.m., local time at the Sheraton Palo Alto Hotel, 625
El Camino Real, Palo Alto, California 94301, and at any adjournment thereof, and
to vote all shares of Common Stock of the Company held of record by the
undersigned on January 7, 2000 as hereinafter specified upon the proposals
listed on the reverse side.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF STOCKHOLDERS,
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
[x] Please mark
votes as in
this example
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN,
IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS BELOW
AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR MAY OTHERWISE BE ALLOWED TO BE CONSIDERED AT THE MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
BELOW.
1. Election of Class I Directors.
Nominees: (01) Bruce Dunlevie, (02) Charles Geschke,
(03) Mark Horowitz and (04) David Mooring
FOR WITHHELD
ALL [_] [_] FROM ALL
NOMINEES NOMINEES
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent
auditors of the Company for the fiscal year ending September 30, 2000.
FOR AGAINST ABSTAIN
[_] [_] [_]
[_]
---------------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Please sign exactly as your name appears herein. When shares are registered in
the names of two or more persons, whether as joint tenants, as community
property or otherwise, both or all of such persons should sign. When signing as
attorney, executor, administrator, trustee, guardian or another fiduciary
capacity please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized person. If a partnership, please
sign in partnership name by authorized person.
Signature: Date:
----------------------------- ---------------------------
Signature: Date:
----------------------------- ---------------------------
