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
July 7, 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 (Commission (I.R.S. employer
incorporation or organization) File No.) 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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | 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
On July 7, 2015, at a meeting of the Board of Directors of Rovi Corporation (“Rovi” or the “Company”), the Board unanimously elected James E. Meyer as Chairman of the Board and unanimously constituted the membership of the Board’s committees as follows:
Audit Committee: Alan Earhart (Chair), Steve Lucas and Ruthann Quindlen
Compensation Committee: Glenn Welling (Chair), Steve Lucas and James E. Meyer
Corporate Governance & Nominating Committee: James E. Meyer (Chair), Alan Earhart and
Raghavendra Rau
The committee memberships above bring the Company’s Audit and Compensation Committees back into compliance with the Nasdaq Stock Market listing rules, and the Company is notifying The Nasdaq Stock Market of this action.
On July 8, 2015, Rovi issued a press release that announced the above actions, 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:
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Exhibit Number | | Description |
99.1 | | Press Release dated July 8, 2015, issued by the Company |
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.
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| Rovi Corporation (Registrant) | |
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Date: July 8, 2015 | By: | /s/ Pamela Sergeeff | |
| | Pamela Sergeeff | |
| | EVP and General Counsel | |
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EXHIBIT 99.1
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| Rovi Corporation 2830 De La Cruz Blvd. Santa Clara, CA 95050
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ROVI CORPORATION NAMES JAMES E. MEYER CHAIRMAN OF THE BOARD
SANTA CLARA, Calif.--(BUSINESS WIRE)-July 8, 2015 - Rovi Corporation (NASDAQ:ROVI) a leading provider of advanced entertainment discovery, data analytics, and monetization solutions, today announced that James E. Meyer has been unanimously elected as independent Chairman of the Rovi Board of Directors effective July 7, 2015.
“Rovi has made great strides over the past several years in evolving its strategy and developing cloud-based solutions and other next-generation products to drive and complement its growing IP licensing business,” said James. E. Meyer. “Rovi’s products continue to gain momentum and traction in the market, and we are working on several very significant IP license renewals. I am honored to take on the role of Chairman during this exciting time at the Company, and believe Rovi is well positioned to capture the substantial opportunities ahead in the dynamic market in which we operate. I look forward to working alongside the other members of Rovi’s Board, as well as the management team, to build value for all of the Company’s stakeholders.”
Tom Carson, CEO of Rovi, said “Jim is a demonstrated leader with critical industry, technology and operational insights, as well as years of experience both on Boards and as the CEO of a public company. Jim knows Rovi and the industry we operate in very well, and is the right person to lead Rovi’s Board during our next stage of growth.”
Mr. Meyer has served as Chief Executive Officer of SiriusXM since December 2012. Prior to that role, Mr. Meyer served as President of Operations and Sales of SiriusXM and its predecessors from April 2004 to December 2012. From 1997 to 2002, Mr. Meyer served in various executive capacities at Thomson Multimedia Corporation. Mr. Meyer holds a B.S. in Economics and an MBA from St. Bonaventure University.
Additionally, the Audit and Compensation Committees were brought back into compliance with the Nasdaq Stock Market listing rules, as the Board of Directors unanimously constituted the membership of its committees as follows:
Audit Committee: Alan Earhart (Chair), Steve Lucas and Ruthann Quindlen
Compensation Committee: Glenn Welling (Chair), Steve Lucas and Jim Meyer
Corporate Governance & Nominating Committee: Jim Meyer (Chair), Alan Earhart and
Raghu Rau
The Company intends to promptly notify the Nasdaq Stock Market of the above appointments.
About Rovi
Rovi is leading the way to a more personalized entertainment experience. The company’s pioneering guides, data, and recommendations continue to drive program search and navigation on millions of devices on a global basis. 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. The company holds over 5,000 issued or pending patents worldwide and is headquartered in Santa Clara, California. Discover more about Rovi at rovicorp.com.
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Contacts:
Investors
Peter Ausnit
Rovi Corporation
(818) 565-5200
Media
John Christiansen/Megan Bouchier
Sard Verbinnen & Co.
(415) 618-8750
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