(e) As indicated below, on April 26, 2012, the stockholder of Rambus Inc. approved amendments to the Rambus 2006 Equity Incentive Plan (to increase the number of shares of common stock reserved for issuance under such plan by 6,500,000 shares) and the Rambus 2006 Employee Stock Purchase Plan (to increase the number of shares of common stock reserved for issuance under such plan by 1,500,000 shares). The Board previously approved these amendments for the increases under both plans subject to stockholder approval.

Detailed summaries of the plans are set forth in the Rambus proxy statement for its 2012 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on March 15, 2012. The foregoing and the summaries contained in the proxy statement do not purport to be complete and are qualified in their entirety by reference to the full text of the plans and the related forms of agreements which are filed as exhibits hereto and are incorporated herein by reference.

On April 26, 2012, Rambus held its 2012 Annual Meeting of Stockholders. The matters voted upon at the meeting for stockholders of record as of March 1, 2012, each of which was approved or, in the case of directors, each of whom was elected, and the vote with respect to each such matter are set forth below:

(i) Election of four Class I directors for a term of two years expiring in 2014:

Name                             For         Withheld
J. Thomas Bentley               54,561,621   5,664,779

Sunlin Chou, Ph.D.              55,095,969   4,850,887

Harold Hughes                   53,165,290   7,213,325

Abraham D. Sofaer               54,185,393   6,193,870

Broker Non-Votes (for all): 29,743,099

(ii) Advisory Vote on Executive Compensation:

For: 31,612,728 Against: 28,729,002 Abstentions: 309,274

Broker Non-Votes: 29,743,099

(iii) Approval of amending the 2006 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under such plan by 6,500,000 shares:

For: 52,314,947 Against: 8,103,375 Abstentions: 232,682

Broker Non-Votes: 29,743,099

(iv) Approval of amending the 2006 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under such plan by 1,500,000 shares:

For: 53,378,565 Against: 7,051,756 Abstentions: 220,683

Broker Non-Votes: 29,743,099

(v) Approval of a one-time exchange with respect to certain stock options held by our current employees:

For: 49,569,753 Against: 10,842,654 Abstentions: 238,597

Broker Non-Votes: 29,743,099

(vi) Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the period ending December 31, 2011:

For: 84,984,023 Against: 4,470,693 Abstentions: 939,387

There were 110,402,025 shares issued, outstanding and eligible to vote at the meeting.

(d) Exhibits.

10.1   2006 Equity Incentive Plan, as amended.

10.2   Forms of agreements under the 2006 Equity Incentive Plan, as amended
       (incorporated by reference to the Form 8-K filed on May 16, 2006).

10.3   2006 Employee Stock Purchase Plan, as amended.