Prior to the adoption of the Amended and Restated Bylaws, members of the Board were elected by a plurality of the votes cast, whether or not the election was contested. Under the majority vote standard set forth in the Amended and Restated Bylaws, in order to be elected to the Board in an uncontested election, a director nominee must receive a greater number of votes cast "for" that director than the number of votes cast "against" that director. The Amended and Restated Bylaws retain the plurality vote standard for contested elections.

In connection with the adoption of the majority vote standard, the Board has established procedures set forth in Tessera's Corporate Governance Guidelines to provide that, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the Board. The Nominating Committee, or another duly authorized committee of the Board, will determine whether to accept or reject the tendered resignation generally within 90 days after certification of the election results. Tessera will publicly disclose the committee's decision regarding the tendered resignation in a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication.