ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 1, 2019, the stockholders of TiVo Corporation (the “Company” or “TiVo”) approved the Company’s 2008 Amended Equity Incentive Plan, which, among other things, increases the aggregate number of shares of common stock authorized for issuance under the Plan by 5,000,000. A summary of the Company’s 2008 Amended Equity Incentive Plan is set forth in the Company’s definitive proxy statement (“Proxy Statement”) on Schedule 14A, filed with the Securities and Exchange Commission on March 15, 2019.
ITEM 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on May 1, 2019 (the “Annual Meeting”). Set forth below are the proposals voted upon at the Annual Meeting, along with the final number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company’s stockholders.
Proposal 1
- To elect six directors to serve until the Company’s 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:
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Final Voting Results
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Nominees
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For
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Against
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Abstain
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Alan L. Earhart
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100,828,720
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1,732,757
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86,282
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Eddy W. Hartenstein
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93,531,397
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9,030,153
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86,209
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James E. Meyer
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75,955,121
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26,622,057
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70,581
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Daniel Moloney
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101,242,670
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1,334,183
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70,906
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Raghavendra Rau
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101,203,070
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1,280,321
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74,368
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Glenn W. Welling
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101,019,463
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1,556,619
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71,677
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In addition, there were 15,415,089 broker non-votes on Proposal 1. Based on the final voting results reported for Proposal 1, the following nominees were elected as directors at the Annual Meeting, each to serve until the 2020 Annual Meeting of Stockholders and until his successor is elected and qualified: Alan L. Earhart; Eddy W. Hartenstein; James E. Meyer; Daniel Moloney; Raghavendra Rau; and Glenn W. Welling.
Proposal 2 -
To approve, the Company’s 2008 Amended Equity Incentive Plan, as disclosed in the Proxy Statement:
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Final Voting Results
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For
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Against
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Abstain
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99,670,617
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2,844,148
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132,994
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There were 15,415,089 broker non-votes on Proposal 2. Based on the final voting results reported for Proposal 2, the stockholders approved the Company’s 2008 Amended Equity Incentive Plan, as disclosed in the Proxy Statement.
Proposal 3 -
To ratify the selection by the audit committee of the board of directors of Ernst & Young LLP as TiVo’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
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Final Voting Results
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For
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Against
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Abstain
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116,260,131
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1,628,393
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174,324
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There were no broker non-votes on Proposal 3. Based on the final voting results reported for Proposal 3, the stockholders ratified the selection, by the audit committee of the Company’s board of directors, of Ernst & Young LLP as TiVo’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
Proposal 4 -
To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:
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Final Voting Results
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For
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Against
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Abstain
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68,905,372
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33,491,300
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251,087
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There were 15,415,089 broker non-votes on Proposal 4. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.