UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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:

Rubicon Technology, 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):

PRELIMINARY PROXY STATEMENT –SUBJECT TO COMPLETION, MARCH 30, 2017

RUBICON TECHNOLOGY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 23, 2015MAY [   ], 2017

As a stockholder of RUBICON TECHNOLOGY, INC.Rubicon Technology, Inc., a Delaware corporation (the “Company”“Company,” “we,” “us” or “our”), you are cordially invited to be present, either in person or by proxy, atattend the Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held at the Hyatt Regency O’Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois 60018[place], at 8:[X:00 a.m.] local time on June 23, 2015,May [   ], 2017, for the following purposes:

1. To approve an amendment to our Eighth Amended and Restated Certificate of Incorporation (as amended, our “Certificate of Incorporation”), to declassify the Board of Directors and provide for the annual election of directors;

2. To approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in a range of 1-for-10 to 1-for-20, such ratio to be determined in the sole discretion of the Board of Directors;

3. To approve an amendment to our Certificate of Incorporation to decrease our authorized number of shares of common stock to three times the number of shares of our common stock outstanding immediately following a reverse stock split implemented by the Board of Directors, rounded up to the nearest 100,000 shares;

4. To elect Michael E. Mikolajczyk asone director to serve for a three-year term;one-year term (or if the amendment of our Certificate of Incorporation to declassify our Board of Directors set forth in Proposal 1 is not approved, to elect a Class I director to serve for a three year term);

2.

5. To ratify the selection of Grant Thornton LLP as the Company’sour independent registered public accounting firm for the fiscal year ending December 31, 2015;2017;

3.

6. To approve, an amendment toon a non-binding advisory basis, the Company’s Certificatecompensation of Incorporation to implementour named executive officers (Say-on-Pay);

7. To vote, on a majority voting standard in uncontested director elections;non-binding advisory basis, on the frequency of future Say-on-Pay votes (every one, two or three years); and

4.

8. To transact such other business as may properly come before the meetingAnnual Meeting or any continuation or adjournment thereof.

Only stockholdersOur Board of record atDirectors has fixed the close of business on April 29, 2015 will be[   ], 2017 as the record date for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders via the Internet. These rules allow us to provide to you the information you need while lowering the costs and environmental impact associated with printing and mailing proxy materials for the Annual Meeting. On or about May 14, 2015, we

Your vote will mail to our stockholders a notice containing instructions on how to access the proxy materials and vote on the matters described above. In addition, the notice will include instructions on how you can request a paper copy of the proxy materials.

We hope that you can attend the Annual Meeting. Whether you attend the Annual Meeting or not, your vote isbe especially important and we encourage you to vote your shares promptly. We are pleased to offer multiple options for voting your shares. You may vote your shares via the Internet or by telephone, mail or written ballot at the Annual Meeting. As you may be aware, Paragon Technologies, Inc., a Delaware corporation (“Paragon”), has notified us that it intends to nominate one individual for election as a director at the Annual Meeting in opposition to the nominee proposed by our Board of Directors. Our Board of Directors does not endorse Paragon’s nominee and unanimously recommends that you vote FOR the election of the nominee proposed by our Board of Directors on theWHITE proxy card.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY BY ORDER OFTELEPHONE, INTERNET OR MAIL AS DESCRIBED ON THE BOARD OF DIRECTORS,WHITE PROXY CARD.

If you vote using a proxy card sent to you by Paragon, you can subsequently revoke it by following the instructions on theWHITEproxy card in the postage-paid envelope provided. Only your latest dated proxy will count. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

MARDEL A. GRAFFY

SECRETARY

Bensenville, Illinois

April 30, 2015

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to Be Held on June 23, 2015.May [   ], 2017.

This Proxy Statement and the 20142016 Annual Report are available with your 16-digit control number at:

www.proxyvote.com

TABLE OF CONTENTS

i

RUBICON TECHNOLOGY, INC.

900 EAST GREEN STREET

BENSENVILLE, ILLINOIS 60106

Corporate Internet Site: www.rubicontechnology.com

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 23, 2015MAY [   ], 2017

This proxy statement, along with a WHITE proxy card or voting instruction form and our 2016 Annual Report, is
first being mailed to stockholders on or about [   ], 2017

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS, ANNUAL MEETING AND VOTING

1. Why didam I receivereceiving these proxy materials?

We are providing this meeting notice, proxy statement and proxy card (the “Proxy Materials”), or a notice regarding the Internet availability of such Proxy Materials (the “Notice of Internet Availability of Proxy Materials”), in connection with the solicitation by the

The Board of Directors (the “Board”) of Rubicon Technology, Inc., a Delaware corporation (“Rubicon,” the “Company,” “we,” “us,” or “our”), of proxiesis soliciting your proxy to be votedvote at our 20152017 Annual Meeting of Stockholders (the “Annual Meeting” or the “2017 Annual Meeting”). because you owned shares of our common stock at the close of business on [   ], 2017, the record date for the Annual Meeting, and, therefore, are entitled to vote at the Annual Meeting. The proxies also may be voted at any continuations, adjournments or postponements of the Annual Meeting.

This proxy statement, along with aWHITE proxy card or voting instruction form and our 2016 Annual Report, is first being mailed to stockholders on or about [   ], 2017. We will also post this proxy statement, the meeting notice and our 2016 Annual Report on the Internet at www.proxyvote.com and on our website at http://ir.rubicontechnology.com on or about April [   ], 2017. This proxy statement contains information you may use when deciding how to vote in connection with the Annual Meeting. We are first sending the Proxy Materials (or Notice of Internet Availability of Proxy Materials) to stockholders on or about May 14, 2015.

2. When and where is the Annual Meeting, and who may attend?

The Annual Meeting will be held on June 23, 2015May [   ], 2017 at 8:00 a.m.[time] local time, at the Hyatt Regency O’Hare, 9300 West Bryn Mawr Avenue, Rosemont, Illinois 60018.[location]. Stockholders who are entitled to vote and our invited guests may attend the Annual Meeting.

3. What do I need to attend the Annual Meeting?

Stockholders of Record. If you are a “Stockholder“stockholder of Record”record” and plan to attend the Annual Meeting, please bring photo identification.

Beneficial Owners. If you are a “Beneficial Owner”“beneficial owner” and you plan to attend the Annual Meeting, you must present proof of your ownership of Rubicon shares of our common stock as of April 29, 2015,[   ], 2017, such as a bank or brokerage account statement or a letter from the bank, broker or other nominee indicating that you are the beneficial owner of the shares, as well as photo identification. If you wish to vote at the Annual Meeting, you must also obtain a signed proxy from your bank, broker, trustee or other nominee who holds the shares on your behalf in order to cast your vote.

The answer to Question 1112 describes the difference between Stockholdersstockholders of Recordrecord and Beneficial Owners.beneficial owners.

4. Who is soliciting my proxy?

The Board, on behalf of the Company, is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend in person. By completing, signing, dating and returning theWHITEproxy card or voting instruction form, or by submitting your proxy and voting instructions by telephone or via the Internet, you are authorizing the persons named as proxies to vote your shares of our common stock at the Annual Meeting as you have instructed. Paragon Technologies, Inc. (“Paragon”) has notified us of its intention to nominate one individual for election at the Annual Meeting in opposition to the nominee proposed by our Board.Paragon’s nominee has NOT been endorsed by our Board.You may receive proxy solicitation materials from Paragon, including a proxy statement and proxy cards.The Board recommends that you disregard them.We are not responsible for the accuracy of any information provided by or relating to Paragon or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Paragon or any other statements that Paragon or its representatives have made or may otherwise make.

5. What proposals are being presented for stockholder vote at the Annual Meeting?

There are threeseven proposals from Rubicon to be considered and voted on at the Annual Meeting:

5.6. How does the Board of Directors recommend that I vote?

Our Board of Directors recommends that you vote your shares (1) “FOR” the election of Michael E. Mikolajczyk, (2) “FOR” the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and (3) “FOR” approving an amendment to the Company’s Certificate of Incorporation to implement a majority voting standard in uncontested director elections.shares:

6.7. Are there any other matters to be acted upon at the Annual Meeting?

We do not know ofexpect any other mattermatters to be presented or acted uponfor action at the Annual Meeting. IfMeeting other than the matters described in this proxy statement. However, by signing, dating and returning aWHITE proxy card or submitting your proxy and voting instructions by telephone or via the Internet, you will give to the persons named as proxies discretionary voting authority with respect to any matters not set forth in the meeting notice included in the Proxy Materials arematter that may properly broughtcome before the Annual Meeting and of which we did not have notice at least a reasonable time before we send out proxy materials for the persons namedAnnual Meeting or by March 4, 2017, which is the date specified by the advance notice provisions set forth in the enclosed proxy card willour bylaws, and they intend to vote thereonon any such other matter in accordance with their best judgment.

7.8. Who is entitled to vote at the Annual Meeting?

You are entitled to vote at the Annual Meeting if you owned shares of our common stock par value $0.001 per share, as of the close of business on the record date, April 29, 2015.[   ], 2017. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting and there is no cumulative voting. As of April 29, 2015[   ], 2017, we had 26,197,84326,878,891 shares of common stock outstanding. Both Delaware law and our bylawsSecond Amended and Restated Bylaws (our “bylaws”) require our Board of Directors to establish a record date in order to determine who is entitled to receive notice of the Annual Meeting, and to attend and vote at the Annual Meeting and any continuations, adjournments or postponements thereof.

8.9. How many votesstockholders must be present to hold the Annual Meeting?

In order for us to conduct the Annual Meeting,

Under Delaware law and our bylaws, holders of a majority of our outstanding shares of common stock as of the close of business on April 29, 2015[ ], 2017 must be present in person or represented by proxy.proxy at the Annual Meeting. This is referred to as a quorum. The inspector of election will determine whether a quorum is present at the Annual Meeting. As of April 29, 2015,[   ], 2017, we had 26,197,84326,878,891 shares of common stock outstanding. Accordingly, the presence of the holders of common stock representing at least 13,098,92313,439,446 shares will be required to establish a quorum. Your shares are counted as present if you attend the Annual Meeting and vote in person or if you properly return a proxy over the Internet, by telephone or by mail. Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum.

9.10. What arehappens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-votes?non-vote?

Your

If you properly complete, sign, date and return aWHITE proxy card or voting instruction form, your shares of our common stock will be voted as you specify. If you are a stockholder of record and you sign and return aWHITE proxy card, but make no specifications on such proxy card, your shares of our common stock will be voted in accordance with the recommendations of our Board, as provided above. If you are a beneficial owner and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of our common stock for you, your shares of our common stock will not be voted with respect to any proposal for which the stockholder of record does not have discretionary authority to vote. Rules of the New York Stock Exchange (“NYSE”) determine whether proposals presented at stockholder meetings are “discretionary” or “non-discretionary.” If a proposal is determined to be discretionary, your bank, broker, trustee or other nominee is permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your bank, broker, trustee or other nominee is not permitted under NYSE rules to use discretionvote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and vote your shares on non-routine matters, such ashas not received voting instructions from the election of directors (Proposal 1) and proposals relatedstockholder for whom it is holding shares.

Because Paragon has initiated a proxy contest, to compensation matters, without instructions. Sharesthe extent that are not permittedParagon provides a voting instruction form to be voted by your broker are called “broker non-votes.” Votes that are withheld and broker non-votes will not be includedstockholders in determining the number of votes cast and, therefore, will have no effect on these non-routine matters. For Proposal 3, an affirmative vote requires a vote of not less than 75%street name, none of the holders ofproposals at the issued and outstanding shares of common stock entitled to vote. Abstentions and broker non-votes will have the same effect asAnnual Meeting are considered a vote “against” the proposal. Therefore,discretionary matter. As a result, we urgeencourage you to giveprovide voting instructions to the bank, broker, trustee or other nominee that holds your broker on “Proposal 1—Election of Directors” and “Proposal 3—Amendmentshares by carefully following the instructions provided in their notice to Certificate of Incorporation to Implement a Majority Voting Standard in Uncontested Director Elections.”you.

10.11. How many votes are needed to approve the proposals? What is the effect of abstentions and broker non-votes on the outcome of the proposals?

Proposal 1: The election

In contested elections (where the number of Michael E. Mikolajczyk as director requiresnominees exceeds the affirmative votenumber of the holders of shares representingdirectors to be elected) and in uncontested elections, our directors are elected by a plurality of the votes cast in the electionshares of directors. Votes that are withheld and broker non-votes will have no effect on the election of directors. The nominee will be appointed for a three-year term if he receives enough votes.

Proposal 2:The affirmative vote of the holders of a majority of the shares ofour common stock present in person or represented by proxy and entitled to vote on the matter will be required to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the current fiscal year. There are no broker non-votes with respect to the ratification of Grant Thornton LLP’s appointment as independent auditor as it is a routine matter.

Proposal 3: The affirmative vote of not less than 75% of the holders of the outstanding shares of common stock entitled to vote on the matter will be required to approve an amendment to the Company’s Certificate of Incorporation. Abstentions and broker non-votes will have the same effect as a vote “against” the proposal.

In accordance with Delaware law, only votes cast “for” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Since abstentions will not be votes cast “for” the particular matter, they will have the same effect as negative votes or votes against that matter.

If you are a Beneficial Owner, your broker or nominee may not be permitted to exercise voting discretion with respect to non-discretionary matters such as “Proposal 1—Election of Directors” and “Proposal 3—Amendment to the Company’s Certificate of Incorporation to Implement a Majority Voting Standard in Uncontested Director Elections.” Thus, if you do not give your broker or nominee specific instructions with respect to these non-discretionary matters, your shares will not be voted on such matters and will not be counted as shares entitled to vote on such matters. Therefore, we urge you to give voting instructions to your broker on the election of directors and the vote to amend the Company’s Certificate of Incorporation. Shares represented by such broker non-votes will be counted in determining whether there is a quorum. Abstentions and broker non-votes will have the same effect as a vote “against” the proposal.

If any other matter is properly submitted to the stockholders atvote. At the Annual Meeting, its adoption generallyone director seat is up for election. That means the director candidate receiving the highest number of “FOR” votes will be elected. Under our bylaws, all other matters require the affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote, except as otherwise provided by statute, our Certificate of Incorporation or our bylaws. A properly executed card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining whether there is a quorum at the Annual Meeting, but will not be considered to have been voted on that matter.the director election.

The answer

As a result of Paragon’s intention to Question 11 describespropose an alternative director nominee in opposition to our Board’s nominee, there may be more than one nominee at the difference between Stockholders of Record and Beneficial Owners.Annual Meeting, resulting in a contested election.THE ONLY WAY TO SUPPORT OUR BOARD’S NOMINEE IS TO VOTE “FOR” THE BOARD’S NOMINEE ON THE WHITE PROXY CARD. PLEASE DO NOT COMPLETE OR RETURN A PROXY CARD FROM PARAGON EVEN IF YOU WITHHOLD ON PARAGON’S DIRECTOR NOMINEE, BECAUSE DOING SO MAY CANCEL ANY PREVIOUS VOTE YOU CAST ON THE COMPANY’S WHITE PROXY CARD.

11.12. What is the difference between holding shares as a Stockholderstockholder of Recordrecord and as a Beneficial Owner?beneficial owner?

If your shares are registered in your name on the books and records of our transfer agent, you are a “Stockholder“stockholder of Record.record.” Rubicon sent the Proxy Materials (or Notice of Internet Availability of Proxy Materials)proxy materials directly to you.

If your shares are held for you in the name of your bank, broker, trustee or bank,other nominee, your shares are held in “Street Name”“street name” and you are considered the “Beneficial Owner.“beneficial owner.” The Proxy Materialsproxy materials have been forwarded to you by your bank, broker, banktrustee or other holder of record,nominee, who is considered, with respect to those shares, the Stockholderstockholder of Record.record. As the Beneficial Owner,beneficial owner, you have the right to direct your bank, broker, banktrustee or other Stockholder of Recordnominee on how to vote your shares by using the voting instruction card included in the mailing.form provided by your nominee. The answer to Question 1510 describes brokers’ discretionary voting authority and when your bank, broker, trustee or brokerother nominee is permitted to vote your shares without instructions from you. The answer to Question 3 describes how Beneficial Ownersbeneficial owners may attend the Annual Meeting.

12.13. How do I vote?

Stockholders of Record.If you are a Stockholderstockholder of Recordrecord, you may submit yourWHITEproxy card and you received a printed copy ofvoting instructions by telephone or using the Proxy MaterialsInternet or by mail you may vote in personas further described below. YourWHITEproxy card, whether submitted via telephone, the Internet or mail, authorizes the individuals named as proxies on yourWHITE proxy card to act as your proxies at the Annual Meeting, each with the power to appoint his or by oneher substitute, to represent and vote your shares of the following methods:our common stock as you directed, if applicable.

•

By Telephone. Call the toll-free telephone number set forth on the enclosedWHITEproxy card (1-800-690-6903)([Tel. No.]) and follow the recorded instructions; orinstructions.

Please refer to the specific instructions set forth on the proxy card you received.

If you are a Stockholdersubmit yourWHITEproxy card and voting instructions via telephone or the Internet, you do not need to mail yourWHITEproxy card. The individuals named as proxies on yourWHITEproxy card will vote your shares of Record andour common stock at the Annual Meeting as instructed by the latest dated proxy received from you, received a Notice ofwhether submitted via the Internet, Availability of Proxy Materials, youtelephone or mail. You may also vote in person at the Annual Meeting, by accessing the secure Internet website registration page identified on the Notice of Internet Availability of Proxy Materials and following the instructions, or by mail or telephone if you request a printed copy of the Proxy Materials by calling the toll-free telephone number set forth on the Notice of Internet Availability of Proxy Materials (1-800-579-1639). Please refer to thespecific instructions set forth in the Notice of Internet Availability of Proxy Materials you received.Meeting.

Please note that the Internet and telephone voting facilities for Stockholders of Record will close at 11:59 p.m. Eastern Time on June 22, 2015. The individuals named as proxies on the proxy card will vote your shares in accordance with your instructions.

Beneficial Owners.If your shares of our common stock are held in a stock brokerage account by a bank, broker, trustee or other nominee, you shouldare considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank, broker, trustee or other nominee that is considered the stockholder of record of those shares. As the beneficial owner, you have receivedthe right to direct your bank, broker, trustee or other nominee on how to vote your shares of our common stock via the Internet or by telephone, if the bank, broker, trustee or other nominee offers these options or by completing, signing, dating and returning a voting instruction form. Your bank, broker, trustee or other nominee will send you instructions on how to vote or instruct the broker to vote your shares from your bank, broker or other nominee. Please follow their instructions carefully. If you give the broker voting instructions, your shares will be voted as you direct.Please note that banks, brokers and other nominees may not vote your shares on the election of directors or the vote to amend the Company’s Certificate of Incorporation in the absence of your specific instructions as to how to vote. Please providesubmit your voting instructions sofor your vote can be counted.shares of our common stock. If you wish to vote in person at the Annual Meeting, you must obtain a legalsigned proxy executed in your favor, from your bank, broker, or other nominee. Please consult the voting instruction card provided to you by your broker, banktrustee or other nominee to determine how to obtain a legal proxywho holds the shares on your behalf in order to vote in person atcast your vote. For a discussion of the Annual Meeting.rules regarding the voting of shares of our common stock held by beneficial owners, please see the question above titled “What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?”

13.14. What can I do if I change my mind after I vote my shares?

If you are a Stockholderstockholder of Record,record, you can revoke your proxy before it is counted by (1) sending written notice of revocation that is dated later dated than the date of your proxy to Mardel A. Graffy, our Secretary, at our principal executive offices, which are located at 900 East Green Street, Bensenville, Illinois 60106, (2) timely delivering a valid, later-dated proxy that we receive no later than the conclusion of voting at the Annual Meeting, or (3) if you are present at the Annual Meeting, either voting in person or notifying the Secretary in writing at the Annual Meeting.Meeting of your wish to revoke your proxy. Your attendance alone at the Annual Meeting will not be enough to revoke your proxy.

If you have previously submitted a proxy card sent to you by Paragon, you may change your vote by completing and returning the enclosedWHITEproxy card in the accompanying postage-paid envelope or by voting by telephone or via the Internet by following the instructions on yourWHITEproxy card or voting instruction form. Submitting a proxy card sent to you by Paragon will revoke votes you have previously made via the Company’sWHITEproxy card.

If you are a Beneficial Ownerbeneficial owner of shares of our common stock, you may submit new voting instructions by contacting your bank, broker, trustee or other Stockholder of Record.nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described in the answer to Question 12.13.

14. What if I do not specify a choice for a matter when returning a proxy?

Proxies that are signed and returned but do not contain voting instructions will be voted (1) “FOR” the election of Michael E. Mikolajczyk to a three-year term, (2) “FOR” the ratification of Grant Thornton LLP as our independent registered accounting firm for the fiscal year ending December 31, 2015 and (3) “FOR” approving an amendment to the Company’s Certificate of Incorporation to implement a majority voting standard in uncontested director elections. If you are a Beneficial Owner, see Question 15 below.

If necessary, and unless the shares represented by the proxy are voted in a manner contrary to the manner described in the preceding paragraph, the persons named in the proxy may also vote in favor of a proposal to recess the Annual Meeting and to reconvene it on a subsequent date or dates, without further notice, in order to solicit and obtain sufficient votes to approve or disapprove any matters being considered at the Annual Meeting.

15. Will my shares be voted if I do not provide my proxy or instruction form?

If you are a Stockholder of Record and do not provide a proxy, you must attend the Annual Meeting in order to vote. If you are a Beneficial Owner and hold shares through an account with a bank or broker, your shares may be voted on certain matters if you do not provide voting instructions. Brokerage firms have the authority under the New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on routine matters. The ratification of the selection of independent auditors is considered a routine matter. The election of directors and the vote to amend the Company’s Certificate of Incorporation are not considered routine matters. When a proposal is not routine and the brokerage firm has not received voting instructions from the beneficial owner, the brokerage firm cannot vote the shares on that proposal. This is called a broker non-vote. We urge you to give voting instructions to your broker on “Proposal 1—Election of Directors” and “Proposal 3—Approval of Amendment to the Company’s Certificate of Incorporation to Implement a Majority Voting Standard in Uncontested Director Elections.”

16. What does it mean if I receive more than one set of proxy card?materials?

Since Paragon has submitted an alternative director nominee to the Board in opposition to the nominee proposed by our Board, we may conduct multiple mailings prior to the Annual Meeting Date to ensure stockholders have our latest proxy information and materials to vote. In that event, we will send you a newWHITEproxy card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive multiple sets of proxy materials, including multipleWHITEproxy cards, if you hold shares in more than one account—please vote theWHITEproxy card for every account you own. The latest dated proxy you submit will be counted, and,IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD OF DIRECTORSthen you should only submit WHITEproxy cards.

16. What should I do if I receive a proxy card from Paragon?

Paragon has informed us it intends to propose an alternative director nominee for election at the Annual Meeting in opposition to the nominee proposed by our Board. We expect that you may receive proxy solicitation materials from Paragon, including an opposition proxy statement and proxy card.Our Board recommends that you disregard it.We are not responsible for the accuracy of any information provided by or relating to Paragon or its nominee contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Paragon or any other statements that Paragon or its representatives have made or may otherwise make. If you received multiplehave already voted using the proxy cards, it meanscard provided by Paragon, you have every right to change your vote by completing and returning the enclosedWHITEproxy card or by voting by telephone or via the Internet by following the instructions provided on the enclosedWHITEproxy card. Only the latest proxy you submit will be counted.If you withhold on Paragon’s nominee using the proxy card sent to you by Paragon, your vote will not be counted as a vote for the director nominee recommended by our Board, but will result in the revocation of any previous vote you may have cast on the WHITE proxy card.If you wish to vote pursuant to the recommendation of our Board, you should disregard any proxy card that you hold your shares in different ways (e.g.receive other than theWHITEproxy card. If you have any questions or need assistance voting, please call [[Proxy Solicitor] (“[Proxy Solicitor]”), trust, custodial accounts, joint tenancy) or in multiple accounts. You should complete, sign, date and return your[Address], our proxy card(s), as described in each proxy card you received.solicitor, at [Tel. No.].

17. Who will pay for the cost of this proxy solicitation?solicitation and how will the Company solicit votes?

We pay all expenses incurred in connection with this solicitation of proxies to vote at the Annual Meeting. We have retained [Proxy Solicitor] for an estimated fee of $[   ] plus reimbursement of out-of-pocket expenses that need not be approved by a vote of stockholders to assist in the solicitation of proxies and otherwise in connection with the Annual Meeting. [Proxy Solicitor] expects that approximately [   ] of its employees will bearassist in the cost of thissolicitation. We and our proxy solicitation. In addition to solicitation by mail, somesolicitor will also request banks, brokers, trustees and other nominees holding shares of our directors, officers and employees may solicit proxies in person orcommon stock beneficially owned by telephone at no additional compensation. We will also ask Stockholders of Record who are brokerage firms, custodians and fiduciariesothers to forward the Proxy Materialsthese proxy materials to the Beneficial Owners of such sharesbeneficial owners and upon request we will reimburse such Stockholders of Recordnominees for the customary costs of forwarding the Proxy Materials.

Appendix C sets forth information relating to persons who are considered “participants” in our solicitation under the rules of the Securities and Exchange Commission (“SEC”).

BACKGROUND TO THE SOLICITATION

PARAGON’S 2016 PROXY CONTEST

As further detailed in our proxy statement for our 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) filed with the SEC on May 18, 2016, in November 2015, Hesham M. Gad, Chairman and Chief Executive Officer of Paragon, delivered a letter on behalf of Paragon to certain of our directors requesting, among other things, that the Board appoint two Paragon director representatives to our Board.

In January 2016, Mr. Gad delivered another letter on behalf of Paragon proposing a meeting between himself and certain directors, and the nomination of himself and Jack H. Jacobs, a director of Paragon, for election to the Board at our 2016 Annual Meeting.

As described in our 2016 proxy statement, the Nominating and Governance Committee of the Board reviewed Paragon’s nominations and interviewed the nominees. Upon this review, the Board determined not to nominate Mr. Gad, but indicated its willingness to appoint Mr. Jacobs to the Board to avoid a costly and distracting proxy contest.

On March 28, 2016, Paragon rejected the Company’s offer to appoint solely Mr. Jacobs to the Board and indicated he would continue the proxy contest to elect both Messrs. Gad and Jacobs.

On April 22, 2016, Paragon issued a press release announcing that it had initiated a proxy contest to elect Messrs. Gad and Jacobs as members of the Board.

The 2016 Annual Meeting was held on June 24, 2016. Although Paragon’s proxy statement for the 2016 Annual Meeting indicated that a representative of Paragon would attend the meeting, no representative of Paragon attended the meeting to cast votes on behalf of stockholders who gave a proxy to Paragon. Thus, no votes were cast with respect to these proxies and all stockholders that gave their proxies to Paragon in 2016 were disenfranchised.

At the 2016 Annual Meeting, the Company’s two director nominees, Don Acquilano and Donald R. Caldwell, were re-elected to the Board of Directors with 15,279,459 and 15,065,202 votes, respectively. Paragon’s nominees did not receive any votes at the 2016 Annual Meeting.

The Company incurred substantial costs in 2016 as a result of Paragon’s failed 2016 proxy contest.

PARAGON’S 2017 PROXY CONTEST

The Company sent its stockholders a letter, dated February 21, 2017, announcing, among other things, the Board’s decision to reduce the size of the Board from six members to five members effective as of the Annual Meeting date, and that Raymond J. Spencer would not stand for re-election at the Annual Meeting. The letter also described the Company’s efforts to refocus its operations and management’s expectations regarding its future. A copy of this letter was included as Exhibit 99.1 to the Company’s Form 8-K filed with the SEC on February 21, 2017.

On March 1, 2017, Paragon sent the Company a formal notice of intent to nominate Messrs. Gad and Jacobs as nominees for election to the Board at the Annual Meeting, or in the event that only one director will be lawfully elected at the Annual Meeting and only one director may lawfully be nominated by Paragon, nominate Mr. Gad for election to the Board at the Annual Meeting. Since only one director is to be lawfully elected at the Annual Meeting, we have assumed for the purposes of this proxy statement that Mr. Gad is Paragon’s sole nominee for election as a director. This was the first communication from Paragon since it sought to elect Messrs. Gad and Jacobs at our 2016 Annual Meeting.

On March 2, 2017, Paragon issued a press release announcing its potential nomination of candidate(s) for election at our Annual Meeting.

The Board reviewed the correspondence from Paragon and the press release. The Board considered its review of Paragon’s nominees in connection with the 2016 Annual Meeting. The Board also took into account the substantial costs incurred by the Company in connection with the 2016 Annual Meeting, and the fact that Paragon did not attend the 2016 Annual Meeting to cast any votes with respect to the proxies it received from the Company’s stockholders, thus disenfranchising stockholders who had given their proxies to Paragon. Based on these considerations, the Board determined that the proposed proxy contest by Paragon was not in the best interests of the Company or its stockholders. The Board determined to engage in discussions with Paragon to avoid a costly and distracting proxy contest and offered to appoint Mr. Jacobs to the Board as it did in 2016.

Our outside corporate legal counsel sent a letter dated March 6, 2017 to inform Paragon’s counsel that Paragon’s notice of nomination omitted certain information required under the Company’s bylaws and federal securities laws. Paragon sent the Company a letter, dated March 6, 2017, seeking to correct its notice.

During March 2017 the Company and its counsel spoke with Paragon and its counsel in an effort to resolve the potential proxy contest. In connection with these discussions, the Company indicated to Paragon that, as in 2016, it was willing to appoint Mr. Jacobs to the Board. This offer was rejected by Paragon. The Company continues to engage in discussions with Paragon and remains open to negotiated alternatives to a proxy contest.

PROPOSAL 1:

ELECTIONDECLASSIFICATION OF BOARD OF DIRECTORS

OurOverview

Article 7 of the Certificate of Incorporation currently provides that our Board of Directors currently consists of five directors, who areis divided into three classes, as nearly equal in number as possible, with each class of directors serving a staggered terms. term, so that the term of only one class expires at each annual meeting of stockholders and each class is elected to a three-year term.

Our Board has unanimously approved and recommended to our stockholders for approval an amendment to our Certificate of Incorporation to declassify the Board and provide for the annual election of directors. If Proposal 1 is approved by our stockholders, at the Annual Meeting our Certificate of Incorporation will be amended and our stockholders will be asked to elect one Class I director for a term of one year. If our stockholders do not approve this proposal, our Board of Directors will remain classified and our stockholders will instead be asked to elect one Class I director for a term of three years. (See Proposal 4, Election of Director on page [__].)

The proposed amendment would eliminate the classification of our Board effective as of our 2018 annual meeting of stockholders. The proposed amendment would not shorten the terms of our incumbent Class II directors, which expire in 2018. Our Class III directors, whose terms expire at our 2019 annual meeting of stockholders, have indicated their support for the declassification of our Board by agreeing to resign from their terms effective as of the date of the 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) if stockholders approve Proposal 1. As a result, if Proposal 1 is approved by our stockholders, all of our directors will be up for election for a one-year term at the 2018 Annual Meeting and each year thereafter.

The Certificate of Incorporation currently provides for a classified Board of Directors and permits the removal of directors only for cause and only by the affirmative vote of the holders of at least 75% of shares entitled to vote at an election of directors. Consistent with Delaware law for unclassified boards, the amendment to the Certificate of Incorporation will permit stockholders holding a majority of shares entitled to vote at an election of directors to remove directors either with or without cause from and after the 2018 Annual Meeting.

The proposed amendment to Article 7 of the Certificate of Incorporation is in substantially the form set forth inAppendix A to this proxy statement. If approved, the Company expects to promptly file a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware and the proposed amendment will become effective upon the filing of the certificate of amendment or at a later time determined at the discretion of our Board. If our stockholders do not approve this Proposal 1, our Board will remain classified.

The Board has considered carefully the advantages and disadvantages of maintaining a classified board structure. The Board has decided that it is an appropriate time to propose an amendment to the Certificate of Incorporation eliminating the classified Board. This amendment will bring the Company’s governance structure into line with the stockholder-favorable market practice of all directors being elected annually, thereby enhancing the rights of stockholders and improving the Company’s corporate governance to maximize accountability to stockholders. If approved, the proposal will give stockholders the opportunity each year to register their views on the performance of the entire Board.

Vote Required

Approval of this proposal requires the affirmative vote of at least 75% of the shares of our common stock outstanding and entitled to vote. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

Recommendation of the Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.

PROPOSAL 2:

REVERSE STOCK SPLIT

Overview

Our Board has unanimously approved and recommended to our stockholders for approval an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than 1-for-10 and not greater than 1-for-20, with the exact ratio to be determined by our Board in its sole discretion (the “Reverse Stock Split”). If this Proposal 2 is approved, our Board may (but is not required to) effect the Reverse Stock Split, in its sole discretion, without further stockholder approval. Even if this Proposal 2 is approved, our Board may decide not to effect the Reverse Stock Split at all if it determines that the Reverse Stock Split is no longer in the best interests of the Company or its stockholders.

The Company will pay cash in lieu of any fractional share interests resulting from the Reverse Stock Split, as described below. The authorized number of shares of our common stock will only be reduced in connection with the Reverse Stock split if Proposal 3, relating to an amendment to our Certificate of Incorporation to decrease the authorized number of shares of our common stock, is approved by our stockholders and implemented by the Board. For more information, see “Proposal 3: Decrease in Authorized Shares of Common Stock” below. The Reverse Stock Split will have no effect on the par value of our common stock.

The proposed amendment to our Certificate of Incorporation to implement the Reverse Stock Split is in substantially the form set forth inAppendix Bto this proxy statement.

Reasons for Reverse Stock Split

Our common stock is currently listed on the NASDAQ Capital Market. NASDAQ imposes listing standards that a company must meet to maintain the listing of its securities on the NASDAQ Capital Market. One of those standards is the minimum closing bid price requirement, which requires that the bid price of the common stock of listed companies be at least $1.00 per share (the “Minimum Bid Price Requirement”). On April 19, 2016, while our common stock was listed on the NASDAQ Global Market, we received notice from the Listing Qualifications Department of NASDAQ indicating that we no longer complied with the Minimum Bid Price Requirement because the closing bid price for our stock was below $1.00 for 30 consecutive business days. In accordance with the NASDAQ listing rules, we had an initial grace period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. On October 18, 2016, we received approval from NASDAQ to transfer the listing of our common stock from the NASDAQ Global Market to the NASDAQ Capital Market. This transfer was effective at the opening of business on October 20, 2016. As a result of this transfer, we were granted an additional 180-day grace period, or until April 17, 2017, to regain compliance with the Minimum Bid Price Requirement. To regain compliance and qualify for continued listing on the NASDAQ Capital Market, the bid price per share of our common stock must be at least $1.00 for at least 10 consecutive business days. In the event we do not regain compliance by April 17, 2017, our common stock will be subject to delisting by NASDAQ and we expect that NASDAQ will provide a written delisting determination to the Company. At that time, we may appeal the delisting determination to a NASDAQ Hearings Panel. Such appeal would stay the delisting and our common stock would remain listed pending the panel’s decision. The Board does not expect the Company to regain compliance by April 17, 2017 because the Annual Meeting will be held after this date. However, based on the Company’s discussions with the NASDAQ Staff, the Board currently believes that effecting the Reverse Stock Split and demonstrating compliance with the Minimum Bid Price Requirement during the appeal process would assist the Company in maintaining its listing on NASDAQ. The Board currently intends to effect the Reverse Stock Split if stockholders approve this Proposal 2 and the Board believes at such time that the implementation of the Reverse Stock Split will assist the Company in regaining compliance with the Minimum Bid Price Requirement. If we appeal the delisting determination, there can be no assurance that such appeal would be successful even if we regain compliance with the Minimum Bid Price Requirement during the appeal process.

Our Board is submitting this Reverse Stock Split amendment to our stockholders for approval with the primary intent of giving us the flexibility to increase the market price of our common stock to enhance our ability to maintain the listing requirements of the NASDAQ Capital Market. We value our listing on the NASDAQ Capital Market and currently plan to implement the Reverse Stock Split in order to assist in maintaining such listing. Our Board has considered the potential harm to the Company and our stockholders should NASDAQ delist our common stock. Delisting from NASDAQ could significantly affect our ability to raise funds through the issuance of equity and the ability of investors to trade our common stock. Delisting could also negatively affect the value and liquidity of our common stock because alternatives, such as the OTC Bulletin Board and the pink sheets, are generally considered to be less efficient markets.

Determination of Final Reverse Stock Split Ratio

In order to provide maximum flexibility, we are submitting this proposal with a range of exchange ratios for the Reverse Stock Split of not less than 1-for-10 and not greater than 1-for-20. In selecting this range, the Board considered the desired trading price of the post-split shares, the number of post-split shares to be outstanding following any Reverse Stock Split, and the volatility of the trading price of our common stock on the Nasdaq Capital Market. This trading price has ranged from a high of $1.02 to a low of $0.47 during the twelve months prior to [   ], 2017.

We believe that enabling our Board to set the exchange ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our stockholders. In determining whether to implement the Reverse Stock Split and selecting the final exchange ratio, our Board will consider factors such as:

Our Board will have sole discretion as to the exact timing of the Reverse Stock Split and final exchange ratio within the range of ratios specified in this Proposal 2. Our Board may also determine that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders and decide to abandon the Reverse Stock Split, at any time before, during or after the Annual Meeting and prior to its effectiveness, without further action by the stockholders.

Effect of the Reverse Stock Split on Our Common Stock

Depending on the final exchange ratio of the Reverse Stock Split determined by our Board, a minimum of 10 shares and a maximum of 20 shares of existing common stock will be combined into one new share of common stock. The table below shows, as of [   ], 2017, the approximate number of outstanding shares of our common stock and the approximate number of shares of our common stock reserved for issuance resulting from the listed hypothetical exchange ratios for the Reverse Stock Split, without giving effect to the treatment of fractional shares, based on 26,878,891 shares of common stock issued and outstanding as of such date: This table does not reflect transactions after [   ], 2017, including the grant of restricted stock units to Timothy E. Brog in connection with his appointment as our President and Chief Executive Officer.

⁽¹⁾The pre-split number of shares of our common stock reserved for future issuance includes, as of [   ], 2017: (i) 2,440,857 shares reserved for issuance pursuant to outstanding options and restricted stock units, and (ii) 2,610,867 shares of common stock available for future grants under the Rubicon Technology, Inc. 2016 Stock Incentive Plan.

The actual number of shares of common stock issued and outstanding, and the number of shares of common stock reserved for issuance, after giving effect to the Reverse Stock Split, if implemented, will depend on the final exchange ratio that is ultimately determined by our Board and will be subject to the treatment of fractional shares. The Reverse Stock Split itself will not change the number of authorized shares of our common stock or preferred stock. However, at the Annual Meeting, we are also seeking approval from our stockholders for an amendment to decrease the authorized number of shares of our common stock. (See Proposal 3 below.)

The Reverse Stock Split will affect all stockholders of record uniformly and will not affect any stockholder’s percentage ownership interest in the Company, except that, as described below in “— Treatment of Fractional Shares,” stockholders of record otherwise entitled to a fractional share as a result of the Reverse Stock Split will receive cash in lieu of such fractional share interest. In addition, the Reverse Stock Split will not affect any stockholder’s proportionate voting power (subject to the treatment of fractional shares).

 After the Effective Time (defined below) of the Reverse Stock Split, our common stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which is a number used to identify our equity securities, and stock certificates with the older CUSIP number will need to be exchanged for post-split shares represented by the new CUSIP number by following the procedures described under “—Stockholders of Record Holding Certificates”.

Our common stock is currently registered under Section 12(b) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Stock Split will not affect the registration of our common stock under the Exchange Act.

Certain Risks Associated with the Reverse Stock Split

Effective Time of Reverse Stock Split

The Reverse Stock Split would become effective upon the later of the filing of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, or such later effective time as is specified in such certificate of amendment as permitted under Delaware law (such effective time of the Reverse Stock Split referred to as the “Effective Time”). The date of the filing of the certificate of amendment that will effect the Reverse Stock Split and the Effective Time will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders. In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment to our Certificate of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders to proceed with the Reverse Stock Split.

At the Effective Time, shares of our common stock issued and outstanding and shares of common stock held in treasury, in each case, immediately prior thereto will be combined and converted, automatically and without any action on the part of the stockholders, into new shares of common stock in accordance with the final exchange ratio of the Reverse Stock Split determined by the Board within the limits set forth in this proposal. If the proposed amendment is not approved by our stockholders, a Reverse Stock Split will not occur.

Treatment of Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. If as a result of the Reverse Stock Split, a stockholder of record would otherwise be entitled to receive a fractional share, the stockholder will be entitled to receive cash payment in lieu of the issuance of any such fractional share interest in an amount (without interest or deduction) equal to the product obtained by multiplying:

Except for the right to receive cash payment in lieu of any fractional share interest, stockholders will not have any voting, dividend or other rights with respect to the fractional shares they would have otherwise been entitled to receive in the Reverse Stock Split.

Stockholders who hold less than the number of shares set forth in the final exchange ratio will be eliminated as a result of the cash payment in lieu of the issuance of any fractional share interests in connection with the Reverse Stock Split.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders may reside, where we are domiciled, and where the funds will be deposited, sums due for fractional share interests that are not timely claimed after the Effective Time may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by us or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

“Book-Entry”Stockholders of Record

Certain of our stockholders of record may hold some or all of their shares of common stock electronically in book-entry form with the transfer agent under the direct registration system for securities. These stockholders do not have stock certificates evidencing their ownership of the common stock. They are, however, provided with a statement of holding reflecting the number of shares registered in their accounts.

Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action (the exchange will be automatic) to receive whole shares of post-split common stock, subject to adjustment for treatment of fractional shares. These stockholders will receive a statement of holding at their address of record indicating the number of new post-split shares of our common stock they hold after the Reverse Stock Split along with payment in lieu of any fractional share interests. By signing and cashing the check, you will warrant that you own the shares for which you received cash payment.

Stockholders of Record Holding Certificates

As soon as practicable after the Effective Time of a Reverse Stock Split, stockholders who held pre-split shares of our common stock in certificate form will receive a letter of transmittal accompanied by instructions specifying how they can exchange their certificates representing the pre-split shares of our common stock for a statement of holding indicating the number of post-split shares issued electronically to them and payment in lieu of any fractional share interest. The post-split shares of our common stock will be issued electronically in book-entry form with the transfer agent under the direct registration system for securities. This means that, instead of receiving a new stock certificate, these stockholders will receive a statement of holding reflecting the number of post-split shares owned in book-entry form. We will no longer issue physical stock certificates unless a stockholder makes a specific request for a share certificate representing such holder’s post-split ownership interest.

No statement of holding reflecting post-split share ownership or check for cash payment in lieu of any fractional share interest will be issued to a stockholder until such stockholder has surrendered all certificates representing shares of our pre-split common stock, together with a properly completed and executed letter of transmittal, to the exchange agent. Our transfer agent is expected to act as the “exchange agent” for purposes of implementing the exchange of stock certificates and the cash payment in lieu of fractional share interests.

Until surrendered, we will deem outstanding certificates representing the pre-split shares of our common stock to be cancelled and to only represent the number of whole shares of post-split stock to which these stockholders are entitled. Any certificates submitted for exchange, whether because of sale, transfer or other disposition of stock, will automatically be exchanged for post-split shares issued electronically in book-entry form.

Stockholders shouldNOT destroy any stock certificates or submit their stock certificates now. You should submit them only after you receive instructions from us or our exchange agent.

No service charges, brokerage commissions or transfer taxes will be payable by any stockholder, except that if any new stock certificates are to be issued in a name other than that in which the surrendered certificate(s) are registered it will be a condition of such issuance that (i) the person requesting such issuance pays all applicable transfer taxes resulting from the transfer (or prior to transfer of such certificate, if any) or establishes to our satisfaction that such taxes have been paid or are not payable, (ii) the transfer complies with all applicable federal and state securities laws, and (iii) the surrendered certificate is properly endorsed and otherwise in proper form for transfer.

Beneficial Holders of Common Stock

Non-registered stockholders holding common stock through a bank, broker, trustee or other nominee should note that such banks, brokers, trustees or other nominees may have different procedures for processing the Reverse Stock Split than those that would be put in place by us for stockholders of record. Stockholders who hold shares of our common stock with a bank, broker, trustee or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, trustees or other nominees.

Effect of the Reverse Stock Split on Stock Incentive Plan, Options, Restricted Stock and Restricted Stock Unit Awards

Based upon the final exchange ratio of the Reverse Stock Split determined by our Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options entitling the holders to purchase shares of common stock. This would result in approximately the same aggregate price being required to be paid under such options upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock or restricted stock units will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately reduced based upon the final exchange ratio determined by the Board, subject to our treatment of fractional shares.

 No Effect on Par Value; Accounting Matters

This proposed amendment to our Certificate of Incorporation will not affect the par value of our common stock per share, which will remain $0.001 par value per share. As a result, as of the Effective Time, the stated capital attributable to common stock will be proportionately reduced based on the applicable final exchange ratio used in the Reverse Stock Split and the additional paid-in capital account on our balance sheet will not be materially affected due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer shares of common stock outstanding.

Certain Federal Income Tax Consequences

The following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our common stock. This summary does not purport to be a complete discussion of all the possible U.S. federal income tax consequences of the Reverse Stock Split and is included for general information only.

Unless otherwise specifically indicated herein, this summary addresses the U.S. federal income tax consequences only to a beneficial owner of our common stock that is a citizen or individual resident of the United States, or a corporation organized in or under the laws of the United States or any state thereof or the District of Columbia (each, a “U.S. Holder”). A trust may also be a U.S. Holder if (i) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person. An estate whose income is subject to U.S. federal income taxation regardless of its source may also be a U.S. Holder.

This summary does not address any state, local, foreign or other tax consequences of the Reverse Stock Split, nor does it address all of the tax consequences that may be relevant to any particular stockholder in light of their circumstances, including tax consequences arising to (i) stockholders that may be subject to special treatment under U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to use a mark-to-market method of accounting, individual retirement accounts or tax-deferred accounts, and dealers in securities, commodities or currencies, (ii) stockholders that hold our common stock as part of a position in a “straddle” or as part of a “hedging,” “conversion,” “straddle” or other integrated investment transaction for U.S. federal income tax purposes, (iii) stockholders who acquired shares of our common stock pursuant to employee stock options or otherwise as compensation, (iv) stockholders whose functional currency is not the U.S. dollar, or (v) stockholders that do not hold our common stock as “capital assets” (generally, property held for investment). If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our common stock, and partners in such partnerships, and all other holders of our common stock that are subject to special treatment under U.S. federal income tax law should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date of this proxy statement. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. In addition, we have not sought, and will not seek, an opinion of counsel or a ruling from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance the IRS will not challenge the statements and conclusions set forth in this discussion or that a court would sustain any such challenge.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

The Reverse Stock Split is intended to constitute a “reorganization” within the meaning of Section 368 of the Code. Therefore, no gain or loss should be recognized by a U.S. Holder upon such holder’s exchange of pre-split shares for post-split shares pursuant to the Reverse Stock Split, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-split shares. The U.S. Holder’s aggregate tax basis of the post-split shares received should be equal to the aggregate tax basis of the pre-split shares exchanged therefor (excluding any portion of the U.S. Holder’s basis allocated to fractional shares), and the holding period of the post-split shares received should include the holding period of the pre-split shares exchanged.

In general, a U.S. Holder of pre-split shares who receives cash in lieu of a fractional share interest should recognize gain or loss equal to the difference between the amount of cash received by such U.S. Holder and the amount of tax basis in the pre-split shares allocated to the fractional share interest. Such gain or loss should generally constitute capital gain or loss, as short term if the pre-split shares were held for one year or less and long term if held more than one year.

No gain or loss should be recognized by the Company as a result of the Reverse Stock Split.

A non-corporate U.S. Holder may be subject to backup withholding at a 28% rate on cash payments received pursuant to the Reverse Stock Split unless such U.S. Holder provides a correct taxpayer identification number to its broker or to the Company and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Rather, any amount withheld under these rules will be creditable against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

No Appraisal Rights

Stockholders have no rights under Delaware law or under our Certificate of Incorporation or bylaws to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

Recommendation of the Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT.

PROPOSAL 3:

DECREASE IN AUTHORIZED SHARES OF COMMON STOCK

Overview

Our Certificate of Incorporation currently provides that 40 million shares of common stock are authorized for issuance. Any Reverse Stock Split would reduce the number of outstanding shares, but the authorized number of shares of our common stock would remain unchanged without further action. Our Board has unanimously approved and recommended to our stockholders for approval an amendment to our Certificate of Incorporation to decrease our authorized number of shares of common stock. The proposed amendment would reduce our outstanding shares to three times the number of shares of our common stock outstanding immediately following any Reverse Stock Split, rounded up to the nearest 100,000 shares. The treatment of fractional shares in the Reverse Stock Split will be disregarded for the purposes of this calculation.

This Proposal 3 is conditioned on our stockholders’ approval of Proposal 2 relating to the proposed amendment to our Certificate of Incorporation to effect a Reverse Stock Split. In other words, this Proposal 3 will not be submitted to a vote of stockholders at the Annual Meeting if Proposal 2 is not approved by our stockholders. Notwithstanding stockholder approval of this Proposal 3 and without further action by the stockholders, our Board also reserves the right to elect not to proceed with this proposed amendment to our Certificate of Incorporation if, at any time prior to its filing, our Board, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders to decrease our authorized number of shares of common stock.

The proposed amendment to our Certificate of Incorporation to decrease our authorized number of shares is in substantially the form set forth inAppendix Bto this proxy statement.

Reasons for Decrease in Authorized Shares of Common Stock

A Reverse Stock Split will have the effect of increasing the number of authorized but unissued shares of common stock available for future issuance, which may be construed as having an anti-takeover effect by increasing the number of shares available for issuance to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions of our Certificate of Incorporation or bylaws.

Our Board has determined that the proposed decrease in the authorized number of shares of our common stock is in the Company’s and our stockholders’ best interests because it will (i) ensure that we do not have what certain stockholders might view as an unreasonably high number of authorized shares which are not issued or reserved for issuance following the Reverse Stock Split, (ii) provide us with the ability to pursue financing and corporate opportunities involving our common stock, which may include acquisitions or private or public offerings of our equity securities, and (iii) provide us with the ability to grant appropriate equity incentives for our directors, officers and/or employees over time. At present, our Board has no immediate plans, arrangements or understandings to issue the additional shares of common stock.

Illustrative Examples of Decrease in Authorized Shares

The table below shows illustrative examples of the reduction authorized shares, based on selected potential exchange ratios for the Reverse Stock Split. The number of authorized shares will be reduced to three times the number of shares of our common stock outstanding immediately following a Reverse Stock Split, rounded up to the nearest 100,000 shares. The treatment of fractional shares in the Reverse Stock Split will be disregarded for purposes of this calculation.

⁽¹⁾The pre-split number of shares of our common stock reserved for future issuance includes, as of [   ], 2017: (i) 2,440,857 shares reserved for issuance pursuant to outstanding options and restricted stock units, and (ii) 2,610,867 shares of common stock available for future grants under the Rubicon Technology, Inc. 2016 Stock Incentive Plan.

The number of authorized shares of common stock to be included in the filed Certificate of Incorporation will be calculated based upon the final exchange ratio for the Reverse Stock Split, as determined by the Board in its sole discretion. The final exchange ratio may be any ratio not less than 1-for-10 and not greater than 1-for-20, and may be different than any ratio set forth in the above table.

Each authorized share of common stock following the implementation of the proposed amendment would have the same rights and privileges as each share of currently authorized common stock. All shares of common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. Holders of our common stock have no preemptive, subscription, redemption or conversion rights.

Certain Risks and Potential Disadvantages Associated with the Decrease in Authorized Common Stock

The proposed decrease in the authorized number of shares of our common stock could have an adverse effect on us because the Board will have less ability to issue shares of common stock in connection with a potential merger or acquisition, or capital raising transaction. Authorized but unissued shares of our common stock and preferred stock are available for future issuance as may be determined by our Board without further action by our stockholders, unless stockholder approval is required by applicable law or securities exchange listing requirements in connection with a particular transaction. These additional shares may be issued in the future for a variety of corporate purposes including, but not limited to, raising additional capital, corporate acquisitions and equity incentive plans. Except for a stock split or stock dividend, future issuances of shares of common stock will dilute the voting power and ownership of our existing stockholders and, depending on the amount of consideration received in connection with the issuance, could also reduce stockholders’ equity on a per share basis. Future issuances of shares of common stock could also have the effect of making it more difficult for a third party to acquire control of our Company. In addition, the issuance of additional shares, or the perception that additional shares may be issued could also adversely affect the market price of our common stock.

Effective Time of Decrease in Authorized Shares of Common Stock

Following stockholder approval of this Proposal 3, the decrease in authorized shares of common stock would become effective upon the filing of a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, or such later effective time as is specified in such certificate of amendment as permitted under Delaware law. The exact timing of the amendment will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders. Our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the amendment to decrease the authorized number of shares if, at any time prior to filing the amendment to our Certificate of Incorporation, our Board, in its sole discretion, determines that it is no longer in our best interests or the best interests of our stockholders to decrease the authorized number of shares of common stock or to proceed with the Reverse Stock Split. 

If the amendment is filed, at the effective time of the amendment, shares of our common stock authorized for issuance will be decreased to three times the number of post-split shares of our common stock outstanding immediately following the Reverse Stock Split, rounded up to the nearest 100,000 shares.

No Appraisal Rights

Stockholders have no rights under Delaware law or under our Certificate of Incorporation or bylaws to exercise dissenters’ rights of appraisal with respect to any decrease in number of authorized shares of our common stock described in this Proposal 3.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

Recommendation of the Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO DECREASE THE AUTHORIZED NUMBER OF SHARES OF OUR COMMON STOCK.

PROPOSAL 4: ELECTION OF DIRECTOR

Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors. Our Board of Directors currently consists of six directors, who are divided into three classes with staggered three-year terms. The termcurrent terms of Michael E. Mikolajczyk as director of the Companyour Class I directors— Raymond J. Spencer and Susan M. Westphal— will expire at this Annual Meeting. Following the recommendation of the Nominating and Governance Committee, the Board of Directors recommends the re-election of Mr. MikolajczykSusan M. Westphal as director for a one-year term at the Annual Meeting (or as a Class I Director for a three-year term.

Although Mr. Mikolajczyk has indicatedterm if Proposal 1 to amend our Certificate of Incorporation to declassify our Board of Directors is not approved). (See Proposal 1, Declassification of Our Board of Directors on page [__]). Raymond J. Spencer is not standing for re-election and his willingness to serve if elected, ifdirector term will expire at the timeAnnual Meeting. Effective as of the date of the Annual Meeting, he is unable or unwilling to serve, shares represented by properly executed proxies will be voted at the discretion of the persons named therein for such other person aswhen Mr. Spencer’s term expires, the Board of Directors may designate.has reduced the authorized number of directors to five.

The individuals named as proxies on the enclosed proxy card intend to vote your shares of common stock for the election of Ms.Westphal, the nominee proposed by the Board, unless otherwise directed.Ms.Westphalhas consented to serving as a nominee and being named as a nominee in this proxy statement, and to serving as a director if elected at theAnnualMeeting.However, if, contrary to our present expectations, Ms. Westphal is unable to serve or for good cause will not serve, your proxy will be voted for a substitute nominee designated by our Board of Directors, unless otherwise directed.

All of our directors bring to our Board of Directors a wealth of executive leadership experience derived from their service as corporate executives as well as service as directors on other boards. When evaluating director candidates, the Nominating and Governance Committee takes into account all factors it considers appropriate, which include (a)(i) ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, and financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the Securities and Exchange Commission (the “SEC”))SEC), and local or community ties and (b)(ii) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially. The Nominating and Governance Committee also considers geographical, cultural, experiential and other forms of diversity when evaluating director candidates. In addition, the Nominating and Governance Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors. Information about Ms. Westphal and the nominee for election asrest of our current directors, and about our other directors whose terms of office do not expire this year, including their business experience for the past five years, appears below.

NOMINEE FOR ELECTION TO A THREE-YEAR TERM

Class I Director

Susan M. Westphal is a continuing Class I director whose current term expires at the Annual Meeting. Ms. Westphal, age 52, has been Chief Counsel at Melissa & Doug, LLC, a leading designer and manufacturer of educational toys and children’s’ products, since February 2016. Ms. Westphal is responsible for a range of legal, strategic, and organizational matters. From January 2012 to January 2016, Ms. Westphal was an attorney with Brody and Associates, LLC. Ms. Westphal was previously an attorney at law firms including Epstein, Becker, & Green, p.c, where she represented corporate clients in litigations and negotiations in commercial, real estate, and employment matters. She holds a JD from The George Washington University National Law Center and a BA from Tufts University. Ms. Westphal’s qualifications to serve on our Board of Directors include her extensive legal and negotiation experience. Ms. Westphal was recommended to the Board as a nominee by a non-management director of the Company.

Vote Required to Elect Director

Under our bylaws, our directors are elected by a plurality of the shares present in person or by proxy and entitled to vote. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

Recommendation of Our Board of Directors recommends that you vote

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF OUR DIRECTOR NOMINEE, MS. WESTPHAL.

DIRECTOR WHOSE TERM EXPIRES THIS YEAR AND NOT STANDING FOR RE-ELECTION

Class I Director

Raymond J. Spencer, 66, joined us in January 2008 as a member of our Board of Directors and also serves on our Compensation, Audit, and Nominating and Governance Committees. Since January 2011, Mr. Spencer has been the electionchairman of thisthe South Australian Economic Development Board, chairman of the South Australian Health and Medical Institute and is a director of a number of private companies in the United States and Australia. From February 2007 to December 2009, Mr. Spencer served as chief executive officer of the Financial Services Strategic Business Unit of Capgemini SA, a three-year term.provider of consulting, technology and outsourcing services. From February 1989 to February 2007, Mr. Spencer served as chairman and chief executive officer of Kanbay International, Inc., an information technology services firm. From 1970 to 1989, Mr. Spencer was employed by the Institute of Cultural Affairs (ICA), a not-for-profit development organization. At ICA, Mr. Spencer was the country head for India from 1970 to 1976 and was later involved in worldwide fundraising, government relations and investment operations. Mr. Spencer attended the Adelaide University School of Law. Mr. Spencer’s qualifications to sit on our Board of Directors include his global perspective and knowledge gained through experience in founding several successful businesses and as a chief executive officer of a publicly traded global information technology firm.

DIRECTORS WHOSE TERMS DO NOT EXPIRE THIS YEAR

Class II Directors

Following are the Class II directors whose current term will expire at the 2018 Annual Meeting.

Timothy E. Brog, 53, joined us in May 2016 as a member of our Board of Directors and was appointed as our President and Chief Executive Officer effective March 17, 2017. Mr. Brog served on our Audit Committee from July 1, 2016 until March 17, 2017 and on the Compensation Committee from December 14, 2016 to March 17, 2017. From March 2015 until March 17, 2017, Mr. Brog served as the president of Locksmith Capital Management LLC, an investment advisory firm. Previously, he served as Chairman of the Board of Directors of Peerless Systems Corporation from June 2008 to February 2015, Chief Executive Officer from August 2010 to March 2015 and a director beginning in July 2007. Mr. Brog served as a Managing Director and Portfolio Manager to Locksmith Value Opportunity Fund LP from September 2007 to August 2010. He also served as Managing Director of E2 Investment Partners LLC, a special purpose vehicle to invest in Peerless, from March 2007 to July 2008. Prior to his experience at Locksmith Capital and E2 Investment Partners, Mr. Brog was President of Pembridge Capital Management LLC and the Portfolio Manager of Pembridge Value Opportunity Fund LP, a small cap value hedge fund, from June 2004 to September 2007. He also worked as the Managing Director of The Edward Andrews Group Inc., a boutique investment bank, from 1996 to 2007. From 1989 to 1995, Mr. Brog was a corporate finance and mergers and acquisitions associate of the law firm Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Brog is currently a director of Eco-Bat Technologies Limited and has previously served as Chairman of the Board and Chairman of the Audit Committee of Deer Valley Corporation from October 2014 to April 2015, and as a member of the board of directors of the Topps Company Inc. from July 2006 to October 2007. Mr. Brog received a JD from Fordham University School of Law in 1989 and a BA from Tufts University in 1986. Mr. Brog’s qualifications to serve on our Board of Directors include his legal, investment banking, executive management and financial analysis experience.

Michael E. Mikolajczyk, 63,65, served as a member of our Board of Directors from June 2001 until May 2002 and rejoined our Board of Directors in March 2004. Mr. Mikolajczyk also serves as a member of our Audit and Compensation Committees. Since September 2003, Mr. Mikolajczyk has served as managing director of Catalyst Capital Management, LLC, a private equity firm. From 2001 through 2003, Mr. Mikolajczyk worked as an independent consultant providing business and financial advisory services to early stage and mid-cap companies. Mr. Mikolajczyk also served as vice chairman of Diamond Management & Technology Consultants, Inc., a management and technology consulting firm, from 2000 to 2001, president from 1998 to 2000 and chief financial officer from 1994 to 1998. Mr. Mikolajczyk served as chief financial officer of Technology Solutions Company, a business solutions provider, from 1993 to 1994. In addition, Mr. Mikolajczyk served as a director of Diamond Management & Technology Consultants, Inc. from 1994 to 2010 and served as director of Kanbay International, Inc. from 2004 to 2007. Mr. Mikolajczyk is a CPA in the State of Michigan and holds a BS in business from Wayne State University and an MBA from Harvard Business School. Mr. Mikolajczyk’s qualifications to sitserve on our Board of Directors include his experience as an operating executive and his years of experience of providing business and financial advisory services. Mr. Mikolajczyk is a financial expert with extensive experience in corporate governance.

DIRECTORS WHOSE TERMS DO NOT EXPIRE THIS YEARClass III Directors

Continuing Directors for Term Ending Upon

Following are our Class III directors whose current term will expire at our 2019 Annual Meeting. At the 2016 Annual Meeting, stockholders are being asked to approve an amendment to our Certificate of StockholdersIncorporation to declassify our Board of Directors. (See Proposal 1, Declassification of Our Board of Directors on page [   ]). Under Delaware law, this amendment would not shorten the existing term of any existing director of the Company. Our Class III directors have indicated their support for the declassification of our Board by agreeing to resign from their terms effective as of the date of the 2018 Annual Meeting if stockholders approve Proposal 1.

Don N. Aquilano, 48,50, has served as a member of our Board of Directors since May 2002 and as the chairmanChairman of our Board of Directors since May 2005. He currently serves as a member of our Audit and Nominating and

Governance Committees. Since 2000, Mr. Aquilano has served as managing director and president of Gazelle TechVentures, a venture capital fund. Also, since 2004, Mr. Aquilano has served as managing partner of Blue Chip Venture Company, a venture capital fund, and since 2010 as general partner of Allos Ventures, a venture capital fund. Mr. Aquilano holds a BS from the University of Arizona and an MBA from Harvard Business School. We believe that Mr. Aquilano is qualified to serve on our Board of Directors based on his extensive experience in managing venture funds, which has resulted in financial expertise and knowledge of good governance practices. As chairman,Chairman, Mr. Aquilano has been actively involved with the Company’s operations and the markets we serve for many years.

Donald R. Caldwell, 68,70, joined us in February 2001 as a member of our Board of Directors. He currently serves on our Compensation and Nominating and Governance Committees. In March 1999, Mr. Caldwell foundedhas served as the chairman and chief executive officer of Cross Atlantic Capital Partners, Inc., a venture capital fund manager, andsince March 1999 when he presently serves as its chairman and chief executive officer.founded the company. Prior to founding Cross Atlantic Capital Partners, Mr. Caldwell was president and chief operating officer and a director of Safeguard Scientifics, Inc., a holding company which provides management resources and capital, from 1996 to 1999. In addition, from 1994 to 2010, Mr. Caldwell has served as a director of Diamond Management & Technology Consultants, Inc., a management and technology consulting firm, and he also serves as a director of Fox Chase Bancorp Inc., the holding company of Fox Chase Bank a Pennsylvania State-Chartered Savings Bank established in 1867, Quaker Chemical Corporation, a provider of process chemicals and chemical specialties, since 1997, as a director of Haverford Trust Company, a provider of wealth advisory and investment management services, since 1999, as a director of Voxware, Inc., a supplier of voice driven solutions, since 2005, as a director of Lightning Gaming, Inc., a developer and marketer of automated poker tables and slot machines, since 2006, as a director of InsPro Technologies Corporation (formerly Health Benefits Direct Corporation), a leader in enterprise insurance policy administration systems supporting group, individual life, health, annuity and hybrid products, since 2008, as a director of Beltraith Capital, a money management firm in Malvern, Pennsylvania, since 2009, as a director of Rootstock Software, a provider of enterprise software solutions for discrete manufacturers, since 2011, and as a director of Sagence Group, Inc., a management advisory firm dedicated to helping clients maximize data assets, since 2011. In addition to Mr. Caldwell’s role as a director of InsPro Technologies, he also assumed the roles of chairman and chief executive officer, effective January 2015. From 1994 to 2010, Mr. Caldwell served as a director of Diamond Management & Technology Consultants, Inc., a management and technology consulting firm, from 2005 to 2016, he served as a director of Amber Road (formerly Management Dynamics, Inc.), a provider of global trade management solutions for importers, exporters and logistic service providers, Rootstock Software, a providerand from 2014 through the completion of enterprise software solutions for discrete manufacturers, Sagence Group, Inc., a management advisory firm dedicated to helping clients maximize data assets, Stoneridge Investment Partners, LLC, a money management firm, and Lightning Gaming, Inc., a developer and marketer of automated poker tables and slot machines. In addition to Mr. Caldwell’s roleits acquisition by Univest Corporation in 2016, he served as a director of InsPro Technologies, he also assumedFox Chase Bancorp Inc., the rolesholding company of Chairman and Chief Executive Officer, effective January 2015.Fox Chase Bank, a Pennsylvania State-Chartered Savings Bank established in 1867. Mr. Caldwell was a CPA in the State of New York and holds a BS in accounting from Babson College and an MBA from the Harvard Business School. We believe that Mr. Caldwell is qualified to serve on our Board of Directors because of his extensive experience in corporate strategy development, corporate governance and financial expertise acquired through over 40 years of business experience.

Continuing Directors for Term Ending Upon the 2017 Annual Meeting of StockholdersCORPORATE GOVERNANCE

William F. Weissman, 56 has served as our president, chief executive officer and as a member of our Board of Directors since December 2014. Mr. Weissman joined us in July 2007 as our chief financial officer, treasurer and secretary. From 1995 to 2007, Mr. Weissman served in various capacities at Kanbay International, Inc., an information technology services firm, including chief financial officer, vice president, executive vice president and secretary. Additionally, Mr. Weissman served as a manager of Kanbay LLC, Kanbay International, Inc.’s immediate predecessor company, from December 1997 to August 2000. Mr. Weissman has also held various finance positions at Lockheed Electronics and Airco BOC. Mr. Weissman is a certified public accountant and holds a BA in business administration from Seton Hall University. Mr. Weissman’s qualifications to serve on our Board of Directors include his years of experience as a financial and operating executive with publicly traded global firms including his almost eight years of experience as our Chief Financial Officer and his in-depth familiarity with our business and operations.DIRECTOR INDEPENDENCE

Raymond J. Spencer, 64, joined us in January 2008 as a member of our Board of Directors and also serves on our Compensation, Audit, and Nominating and Governance Committees. Since January 2011, Mr. Spencer has been the chairman of the South Australian Economic Development Board, chairman of the South Australian Health and Medical Institute and is a director of a number of private companies in the United States and Australia. From February 2007 to December 2009, Mr. Spencer served as chief executive officer of the Financial

Services Strategic Business Unit of Capgemini SA, a provider of consulting, technology and outsourcing services. From February 1989 to February 2007, Mr. Spencer served as chairman and chief executive officer of Kanbay International, Inc., an information technology services firm. From 1970 to 1989, Mr. Spencer was employed by the Institute of Cultural Affairs (ICA), a not-for-profit development organization. At ICA, Mr. Spencer was the country head for India from 1970 to 1976 and was later involved in worldwide fundraising, government relations and investment operations. Mr. Spencer attended the Adelaide University School of Law. Mr. Spencer’s qualifications to sit on our Board of Directors include his global perspective and knowledge gained through experience in founding several successful businesses and as a chief executive officer of a publicly traded global information technology firm.

CORPORATE GOVERNANCE

Director Independence

Our Board of Directors undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our Board of Directors determined that Messrs. Aquilano, Caldwell, Mikolajczyk and Spencer representing fourand Ms. Westphal are independent under the standards for director independence adopted by the Board of our five directors,Directors and are “independent directors” as defined under the rules of the NASDAQ Global Market, constitutingStock Market. Our Board of Directors further determined that Mr. Brog was an independent director under these standards until March 17, 2017, the date on which he became our President and Chief Executive Officer. Mr. Weissman, who served as a director and our President and Chief Executive Officer until March 17, 2017, was not an independent director. Based on the foregoing, our Board of Directors has concluded that a majority of our Board of Directors has been independent during the periods covered by this proxy statement, as required by the rules of the NASDAQ GlobalStock Market. Raja M. Parvez, who served on ourThe standards for director independence adopted by the Board of Directors until his resignationare available for review on our website www.rubicontechnology.com in September 2014, was not deemed to be an independent director by our Board of Directors.the section “Investors”.

Board of Directors Leadership StructureBOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board of Directors is led by an independent Chairman, Mr. Aquilano. Our Chief Executive Officer, Mr. Weissman, is the only member of the Board of Directors who is not an independent director. The Board has determined that having an independent Chairman is in the best interest of the Company’s stockholders at this time.time and adopted a formal policy to that effect on December 14, 2016. The Board believes that this leadership structure is appropriate because it strikes an effective balance between management and independent director participation in the Board process. The independent Chairman role allows our President and Chief Executive Officer to focus on his management responsibilities in leading the business, setting the strategic direction of the Company and optimizing the day-to-day performance and operations of the Company. At the same time, the independent Chairman can focus on Board leadership, providing guidance to the Chief Executive Officer and the Company’s overall business strategy. The Board believes that the separation of functions between the Chief Executive Officer and Chairman of the Board provides independent leadership of the Board in the exercise of its management oversight responsibilities, increases the accountability of the Chief Executive Officer and creates transparency into the relationship among executive management, the Board of Directors and the stockholders. The independent Chairman regularly presides at executive sessions of the independent directors, without the presence of management. We have maintained this leadership structure since our inception.

Board of Directors Oversight of RiskBOARD OF DIRECTORS OVERSIGHT OF RISK

Our executive management team is responsible for our day-to-day risk management activities. The Board of Directors oversees these risk management activities, delegating its authority in this regard to the standing committees of the Board of Directors. The Audit Committee is responsible for discussing with executive management policies with respect to financial risk and enterprise risk management. The Audit Committee also oversees the Company’s corporate compliance programs. The Compensation Committee considers risk in connection with its design of compensation programs for our executives. The Nominating and Governance Committee reviews the Company’s corporate governance principles and their implementation. Each committee regularly reports to the Board of Directors. In addition to each committee’s risk management oversight, the

Board of Directors regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.

The Board of Directors believes that the each committee’s risk oversight function, together with the efforts of the full Board of Directors and the Chief Executive Officer in this regard, enables the Board of Directors to effectively oversee the Company’s risk management activities.

Committees of the Board of Directors and MeetingsCOMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS

Our Board of Directors has established three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. Described below are the membership and principal responsibilities of all of the standing committees of the Board of Directors, as well as the number of meetings held during fiscal year 2014.2016. Each of these committees is composed entirely of non-employee directors who have been determined by our Board of Directors to be independent under the current requirements of the NASDAQ GlobalStock Market and the rules and regulations of the SEC. Each committee operates under a charter approved by the Board of Directors setting out the purposes and responsibilities of the committee. All committee charters are available for review on our website,www.rubicontechnology.com/Investors/Governance Documentshttp://ir.rubicontechnology.com/govdocs.aspx?iid=4384786. The information contained on our website is not a part of this proxy statement and shall not be deemed incorporated by reference into this proxy statement or any other public filing made by us with the SEC.

The Board of Directors held sixnine meetings during fiscal year 2014. All2016. Each of our directors attended at least 82%75% of the aggregate of the total number of meetings of ourthe Board of Directors and the committees on which he served during 2014.2016. Our non-employee directors meet regularly without our Chief Executive Officer present.

Audit Committee

From January 1, 2016 until June 30, 2016, our Audit Committee was comprised of Don N. Aquilano, Michael E. Mikolajczyk and Raymond J. Spencer serve onSpencer. From July 1, 2016 until March 17, 2017, our Audit Committee. Committee was comprised of Don N. Aquilano, Timothy E. Brog and Michael E. Mikolajczyk. Mr. Brog resigned from the committee effective March 17, 2017, the date on which he became an executive officer of the Company. Donald R. Caldwell was appointed to the committee effective March 22, 2017 to replace Mr. Brog,

Mr. Mikolajczyk is the chairman of our Audit Committee. Our Board of Directors has determined that each member of our Audit Committee, during the period served on the committee, met or meets the requirements for financial sophistication and independence for Audit Committee membership under the current requirements of the NASDAQ GlobalStock Market and SEC rules and regulations. Our Board of Directors has also determined that Mr. Mikolajczyk is an “audit committee financial expert” as defined in the SEC rules. The Audit Committee’s responsibilities include, but are not limited to:

Our Audit Committee held nine meetings during fiscal year 2014.

Compensation Committee

Donald R. Caldwell, Michael E. Mikolajczyk and Raymond J. Spencer serve on the Compensation Committee. Mr. Caldwell is the chairman of our Compensation Committee. The Compensation Committee’s responsibilities include, but are not limited to:2016.

The Compensation Committee engaged the consulting firm of Meridian Compensation Partners, LLC to assist us in analyzing our compensation structure and making suggestions for our future compensation structure. In accordance with the requirements of Regulation S-K, the Compensation Committee has determined that no conflict of interest has arisen with respect to the work of Meridian as compensation consultants to the Compensation Committee.

Our Compensation Committee held four meetings during fiscal year 2014.

Nominating and Governance Committee

Don N. Aquilano, Donald R. Caldwell and Raymond J. Spencer serve on the Nominating and Governance Committee. Mr. Spencer is the chairman of our Nominating and Governance Committee. The Nominating and Governance Committee’s responsibilities include, but are not limited to:

Our Nominating and Governance Committee held three meetings during fiscal year 2014.

Code of Ethics

We have adopted a code of business conduct and ethics (the “Code of Ethics”) that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Ethics is available on our website at www.rubicontechnology.com. We will post any amendments to the Code of Ethics, or any waivers of its requirements, to our website.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is or previously served as one of our officers or employees. None of our named executive officers serve, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Policies and Procedures Governing Director Nominations

The Nominating and Governance Committee considers candidates for nomination to the Board of Directors from a number of sources, including recommendations by current members of the Board of Directors and members of management. Current members of the Board of Directors are considered for re-election unless they have notified us that they do not wish to stand for re-election. The Nominating and Governance Committee will also consider director candidates recommended by our stockholders. Stockholders desiring to submit recommendations for director candidates must follow the following procedures:

In evaluating nominees for director, the Nominating and Governance Committee is guided by, among other things, the objective that the Board of Directors be composed of qualified, dedicated and highly regarded individuals who have experience relevant to our operations and who understand the complexities of our business environment. See “Proposal 1: Election of Directors” on page 6 for a discussion of the evaluation of director candidates. The Nominating and Governance Committee may also consider other factors such as whether the candidate is independent within the meaning of the listing standards of the NASDAQ Global Market and whether the candidate meets any additional requirements for service on the Audit Committee. The Nominating and Governance Committee does not intend to evaluate candidates recommended by stockholders any differently than other candidates.

Stockholder Communications with the Board of Directors

Interested parties, including stockholders, may communicate by mail with all or selected members of the Board of Directors. Correspondence should be addressed to the Board of Directors or any individual director(s) or group or committee of directors either by name or title (for example, “Chairman of the Nominating and Governance Committee” or “All Non-Management Directors”). All correspondence should be sent c/o Mardel A. Graffy, Secretary, Rubicon Technology, Inc., 900 East Green Street, Bensenville, Illinois 60106.

Attendance at Annual Meeting

Directors are encouraged, but not required, to attend our annual stockholders’ meeting. All directors attended the 2014 Annual Meeting of Stockholders.

REPORT OF THE AUDIT COMMITTEE

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Rubicon’s financial reporting process.

Rubicon’s management is responsible for the preparation, consistency, integrity and fair presentation of the financial statements, accounting and financial reporting principles, and systems of internal control and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Rubicon’s independent auditors, Grant Thornton LLP, are responsible for performing independent audits of the financial statements and internal control over financial reporting and issuing their reports thereon.

The Audit Committee conducted its oversight activities in accordance with the duties and responsibilities outlined in the Audit Committee charter. These activities included, but were not limited to, the following during the fiscal year ended December 31, 2014:

In reliance on the committee’s review and discussions of the matters referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements and management’s annual report on internal controls over financial reporting be included in Rubicon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.

Michael E. Mikolajczyk, Chairman

Don N. Aquilano

Raymond J. Spencer

The foregoing Audit Committee Report is not soliciting material, is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

DIRECTOR COMPENSATION

Directors who are our employees or employees of our subsidiaries receive no cash remuneration for serving as directors. All non-employee directors receive an annual fee of $70,000, plus $5,500 per year for service on the

Audit Committee, $2,750 per year for service on the Compensation Committee, and $3,250 per year for service on the Nominating and Governance Committee. The Chairman of the Board of Directors receives an additional annual fee of $110,000. The Chairs of the Audit, Compensation and Nominating and Governance Committees receive, per year, $11,750, $6,000 and $5,000, respectively, in each case in lieu of committee service compensation. No additional payment is made for meeting attendance. Cash fees are paid in quarterly installments. Equity-based fees are paid in restricted stock or stock options; in fiscal 2014, fees were paid in cash and restricted stock (which vests in four equal installments at the end of each calendar quarter) only. In addition, each of our non-employee directors who is not a representative of a principal stockholder of our Company receives a one-time grant of restricted stock upon appointment to the Board of Directors. Each one-time restricted stock award is valued at $100,000, based on the market price of our common stock at the time of the grant, and vests ratably on each of the first three anniversaries of the date of grant. In September 2014, the Board of Directors granted Mr. Aquilano options with respect to 100,000 shares in recognition of the additional services he would be performing following the resignation of Mr. Parvez as President and Chief Executive Officer of the Company. We also have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings or conducting Company business.

The following table sets forth information regarding the aggregate compensation we paid to the members of our Board of Directors for fiscal 2014:

EXECUTIVE COMPENSATION

EXECUTIVE OFFICERS

The following table sets forth certain information concerning each of our executive officers. These executive officers, along with Raja M. Parvez, who served as our President and Chief Executive Officer until September 17, 2014, constitute our “named executive officers” for 2014.

William F. Weissman has served as our President, Chief Executive Officer and as a member of our Board of Directors since December 2014. Mr. Weissman joined us in July 2007 as our Chief Financial Officer, Treasurer and Secretary. From 1995 to 2007, Mr. Weissman served in various capacities at Kanbay International, Inc., an information technology services firm, including chief financial officer, vice president, executive vice president and secretary. Additionally, Mr. Weissman served as a manager of Kanbay LLC, Kanbay International, Inc.’s immediate predecessor company, from December 1997 to August 2000. Mr. Weissman has also held various finance positions at Lockheed Electronics and Airco BOC. Mr. Weissman is a certified public accountant and holds a BA in business administration from Seton Hall University.

Mardel A. Graffyhas served as our Chief Financial Officer, Treasurer and Secretary since December 2014. Ms. Graffy joined us in January 2005 as Director of Finance and was named Controller in July 2007, Vice-President of Finance in July 2008 and Vice-President of Financial Operations in September 2014. From 1987 to 2004 she served in various capacities at FMC/FMC Technologies, Inc., a world leader among producers of chemicals and machinery for industry and agriculture, including project and reporting manager, employee service center controller and pension benefit manager, and consolidation and financial reporting manager. From 1982 to 1987 she was with KPMG, a public accounting firm. Ms. Graffy is a certified public accountant and holds a BS in accounting and business administration from Illinois State University.

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation arrangements of our named executive officers for 2014 should be read together with the compensation tables and related disclosures set forth below.

Executive Summary

Our compensation programs are intended to align our named executive officers’ interests with those of our stockholders by rewarding performance that meets or exceeds the goals the Compensation Committee establishes with the objective of increasing stockholder value. Consistent with our pay for performance philosophy, the total compensation received by our named executive officers will vary based on individual and corporate performance measured against annual and long-term performance goals. Our named executive officers’ total compensation is comprised of a mix of base salary, annual incentive compensation and long-term incentive awards.

Below is a comparison of 2014 and 2013 revenue and earnings, which are key metrics on which the Compensation Committee measures management performance. Please see “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K for a more detailed description of our fiscal year 2014 financial results.

Our financial performance is a key factor in the compensation decisions and outcomes for the fiscal year. In 2014 and 2013, executive officers were awarded no bonuses as target levels were not achieved.

We believe that the compensation of our executive officers should facilitate the achievement of short-term corporate goals as well as the performance of long-term business objectives. It is the responsibility of the Compensation Committee of our Board of Directors to administer our compensation practices to ensure that they are competitive and include incentives which are designed to appropriately drive corporate performance. Our Compensation Committee reviews and approves all of our compensation policies, including executive officer salaries, bonuses and equity incentive compensation.

We endeavor to maintain a high level of corporate governance over our executive pay programs. The following policies were in effect during 2013 and remained in effect in 2014: