RMBS Rambus Inc

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):

January 21, 2015

Rambus Inc.

(Exact name of registrant as specified in its charter)

(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:

(d) Election of Ellis Thomas Fisher as Director.

On January 21, 2015, the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) elected Ellis Thomas Fisher to be a member of the Board as a Class I director, effective immediately, to stand for reelection at the annual meeting of the Company to be held in 2016. In connection with the election of Mr. Fisher 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 six to seven.

There are no arrangements or understandings between Mr. Fisher and any other persons pursuant to which Mr. Fisher was named a director of the Company. Mr. Fisher does not have any family relationship with any of the Company’s directors or executive officers. Mr. Fisher 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. Mr. Fisher will receive standard compensation, including restricted stock unit and option grants available to non-employee directors of the Company.

Mr. Fisher was also appointed to the Compensation Committee of the Board. After giving effect to Mr. Fisher’s appointment, the Compensation Committee is composed of Penelope A. Herscher (Chair), Charles Kissner and Ellis Thomas Fisher.

Attached to this Form 8-K is a press release regarding the appointment of Mr. Fisher 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.

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.

EXHIBIT INDEX

NEWS RELEASE

RAMBUS APPOINTS TOM FISHER TO ITS BOARD OF DIRECTORS

Oracle executive brings extensive experience in developing cloud-based products and services

SUNNYVALE, Calif. – January 22, 2015 – Rambus Inc. (NASDAQ: RMBS) today announced the appointment of Mr. Ellis Thomas Fisher as a director to its Board, effective immediately. Mr. Fisher is an industry veteran with extensive experience in cloud computing. He is currently senior vice president and chief information officer (CIO) of Global Commercial Cloud Services at Oracle.

“As the market moves to more cloud-based products and services, we felt it was important to round out our Board with this level of knowledge and expertise,” said Mr. Eric Stang, Chairman of the Board at Rambus. “In addition to his extensive experience, Tom brings leadership and perspective that will prove valuable as we continue to execute on our strategic programs. We are pleased to welcome Tom to our Board.”

“The market is moving quickly and clearly cloud-based products and services are set to have a big impact,” noted Fisher. “Rambus is a clear leader in technology development and innovation and I look forward to participating in guiding the organization into the future.”

Prior to joining Oracle, Mr. Fisher served as CIO and vice president of Cloud Computing at SuccessFactors, Inc. where he helped establish the company as a leader in Software as a Service (SaaS) through successful programs. Mr. Fisher spent seven years at Qualcomm where he served as CIO of CDMA Technologies, responsible for developing and delivering the company’s business and engineering solutions. He also served as guest instructor at the UCLA Anderson School of Business as well as the UC-San Diego Grady School of Business. Before Qualcomm, he was vice president and acting chief technology officer (CTO) at eBay, where he was responsible for establishing the company’s technology strategy to support the company’s massive scale and shifting business requirements. Other executive and management roles include serving as chief architect for Gateway Computers and senior manager of Vendor and Software Alliances at IBM. In 2008, Mr. Fisher was honored as San Diego Technology Executive of the Year. Mr. Fisher holds a bachelor of arts degree from the University of North Carolina in Charlotte.

About Rambus Inc.

Rambus brings invention to market. Our customizable IP cores, architecture licenses, tools, services, and training improve the competitive advantage of our customer’s products while accelerating their time-to-market. Rambus products and innovations capture, secure and move data. For more information, visit rambus.com.

Press contacts:

Sam Katzen

MSLGROUP

(415) 512-0770

rambus@schwartzmsl.com

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1    © 2015 Rambus Inc.

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