TIVO TiVo Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

April 29, 2015

Date of Report (Date of earliest event reported)

 

 

Rovi Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-53413		26-1739297
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(I.R.S. employer identification number)

2830 De La Cruz Boulevard

Santa Clara, California 95050

(Address of principal executive offices, including zip code)

(408) 562-8400

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 8.01

Other Events

Based on recent investor feedback, on April 29, 2015, the Board of Directors of Rovi Corporation (“Rovi” or the “Company”), approved new compensation arrangements reducing overall compensation for its outside directors.

Effective immediately for the entire 2015 year, each of Rovi’s non-employee directors will receive the following compensation:

 

Position		Board Annual Cash Retainer				Audit Committee Annual Cash Retainer				Corporate Governance and Nominating Committee Annual Cash Retainer				Compensation Committee Annual Cash Retainer
Chair		$	96,000			$	23,500			$	10,000			$	18,500
Member		$	46,000			$	10,000			$	5,000			$	9,000

Each of the above-mentioned cash retainers will be paid in four quarterly installments in January, April, July and October to those directors who serve on the Board of Directors on such payment dates. Non-employee directors are also reimbursed for customary travel expenses incurred attending Company meetings. The Company does not pay, and its directors do not receive, any “per-meeting” fees.

In addition, on the first eligible restricted stock granting date after the date of the Company’s Annual Meeting of Stockholders each year, each non-employee director, provided that he or she has served on the Board for at least one year, and if he or she continues to serve as a member of the Board, will receive an automatic annual restricted stock grant for the number of shares with a market value equal to $160,000.

On May 1, 2015, Rovi issued a press release that announced the new compensation arrangements for each of its non-employee directors, a copy of which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

ITEM 9.01

Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are furnished with this report on Form 8-K:

 

Exhibit Number		Description
99.1		Press Release dated May 1, 2015, issued by the Company

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				Rovi Corporation
				(Registrant)
Date: May 1, 2015				By:		/s/ Pamela Sergeeff
						Pamela Sergeeff EVP and General Counsel

Exhibit 99.1

ROVI ANNOUNCES NEW BOARD COMPENSATION ARRANGEMENTS

Reductions Effective Immediately for 2015

SANTA CLARA, Calif.–(BUSINESS WIRE)– May 1, 2015 – Rovi Corporation (NASDAQ: ROVI) today announced that its Board of Directors has approved new compensation arrangements reducing overall compensation for its outside directors. Under the new arrangements, the outside directors’ 2015 total direct compensation has been reduced to the 50^th percentile of Rovi’s peer group. Both cash retainers and equity compensation payments are being reduced. The new arrangements are effective immediately for 2015.

Andrew Ludwick, Chairman of the Rovi Board of Directors, commented, “The Board’s evaluation of overall Director compensation reflects recent constructive conversations we have had with a number of Rovi stockholders. As we changed our peer group last year to better reflect the Company’s current size and market capitalization following the sale of DivX, existing director compensation became outsized relative to our new peers. We have taken steps to reset the compensation arrangements for the entire 2015 year, effective immediately. Our Board compensation policies have always favored equity-based compensation, and we expect them to do so going forward, ensuring that director compensation is closely aligned with the interests of Rovi stockholders.”

Effective for 2015, each of the company’s non-employee directors will receive the following compensation:

 

Position		Board Annual Cash Retainer				Audit Committee Annual Cash Retainer				Corporate Governance and Nominating Committee Annual Cash Retainer				Compensation Committee Annual Cash Retainer
Chair		$	96,000			$	23,500			$	10,000			$	18,500
Member		$	46,000			$	10,000			$	5,000			$	9,000

Each of the above-mentioned cash retainers will be paid in four quarterly installments in January, April, July and October to those directors who serve on the Board of Directors on such payment dates. Non-employee directors are also reimbursed for customary travel expenses incurred attending Company meetings. The Company does not pay, and its directors do not receive, any “per-meeting” fees.

In addition, on the first eligible restricted stock granting date after the date of the Company’s Annual Meeting of Stockholders each year, each non-employee director, provided that he or she has served on the Board for at least one year, and if he or she continues to serve as a member of the Board, will receive an automatic annual restricted stock grant for the number of shares with a market value equal to $160,000.

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The net effect of these changes is a reduction of each element of director cash compensation to the 50^th percentile, and a reduction of the equity compensation from $220,000 to $160,000 per year, which is in-line with the median of our peer group.

About Rovi Corporation

Rovi is leading the way to a more personalized entertainment experience. The company’s pioneering guides, metadata and recommendations continue to drive program search and navigation on millions of devices across the globe. With a new generation of cloud-based discovery capabilities and emerging solutions for interactive advertising and audience analytics, Rovi is enabling premier brands worldwide to increase their reach, drive consumer satisfaction and create a better entertainment experience across multiple screens. Rovi holds over 5,000 issued or pending patents worldwide and is headquartered in Santa Clara, California. Discover more about Rovi at Rovicorp.com.

Investors

Rovi Corporation

Peter Halt, 818-295-6800

Peter Ausnit, 818-565-5200

or

Media

Sard Verbinnen & Co

John Christiansen / Megan Bouchier, 415-618-8750