Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT - Rovi Corp | ex10-1x2008equityincentive.htm |
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, 2014
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2008 Equity Incentive Plan.
At the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Rovi Corporation (the “Company”), held on April 29, 2014, the Company’s stockholders voted on and approved the amendment to the Company’s 2008 Equity Incentive Plan (the “Plan”). The amendment increased the available share reserve under the Plan by 1.5 million shares. A summary of the Plan is set forth in the Company’s proxy statement filed with the Securities and Exchange Commission on March 11, 2014. The amendment is qualified in its entirety by reference to the text of the Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on April 29, 2014. At the Annual Meeting, the Company’s stockholders voted on (1) the election of six directors nominated by the Board of Directors to serve until the 2015 Annual Meeting of Stockholders, (2) the amendment to the Company’s 2008 Equity Incentive Plan, (3) the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014, and (4) an advisory resolution on named executive officer compensation. The table below sets forth 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 No. 1: Election of Directors:
Name | For | Against | Abstain | Broker Non-Votes | ||||
Thomas Carson | 81,929,940 | 1,039,695 | 2,648,225 | 4,917,215 | ||||
Andrew K. Ludwick | 63,424,160 | 12,492,432 | 9,701,268 | 4,917,215 | ||||
Alan L. Earhart | 81,921,388 | 1,032,291 | 2,664,181 | 4,917,215 | ||||
James E. Meyer | 63,050,504 | 12,503,443 | 10,063,913 | 4,917,215 | ||||
James P. O’Shaughnessy | 63,379,009 | 12,512,026 | 9,726,825 | 4,917,215 | ||||
Ruthann Quindlen | 81,847,246 | 1,080,165 | 2,690,449 | 4,917,215 | ||||
Proposal No. 2: Approval of the amendment to the Company’s 2008 Equity Incentive Plan:
For | Against | Abstain | Broker Non-Votes | |||
56,607,713 | 25,722,712 | 3,287,435 | 4,917,215 | |||
Proposal No. 3: Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:
For | Against | Abstain | Broker Non-Votes | |||
88,243,885 | 50,394 | 2,240,796 | 0 | |||
Proposal No. 4: Advisory resolution on named executive officer compensation:
For | Against | Abstain | Broker Non-Votes | |||
34,103,178 | 48,151,448 | 3,363,234 | 4,917,215 | |||
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Number | Description | |
10.1 | 2008 Equity Incentive Plan, as amended. | |
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 2, 2014 | By: | /s/ Pamela Sergeeff | |
Pamela Sergeeff | |||
EVP and General Counsel | |||
EXHIBIT INDEX
Number | Description | |
10.1 | 2008 Equity Incentive Plan, as amended. | |