Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Rovi Corp | ex99-1xhartensteinpressrel.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
September 18, 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:
o | 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) |
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.
d) Election of Directors
On September 18, 2015, the Board of Directors (the “Board”) of Rovi Corporation (the “Company” or “Rovi”) approved the election of Eddy Hartenstein as a member of the Board, effective as of September 18, 2015 (the “Effective Date”). Rovi expanded the size of the Board from seven to eight accommodate the addition of Mr. Hartenstein. Mr. Hartenstein will serve until the Annual Meeting of Stockholders in 2016, or until such time as his successor is duly elected and qualified or as otherwise provided in Rovi’s certificate of incorporation and bylaws. The Board has determined that Mr. Hartenstein is independent under Rovi’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (SEC) requirements and NASDAQ listing standards. Mr. Hartenstein will replace Jim Meyer on the Board’s strategy committee. There are no arrangements or understandings between Mr. Hartenstein and any other person pursuant to which Mr. Hartenstein was selected as a director. There are no transactions involving Mr. Hartenstein that would be required to be reported under Item 404(a) of Regulation S-K.
As of the Effective Date, Mr. Hartenstein will participate in Rovi’s non-employee director compensation arrangements which are described in Rovi’s Current Report on Form 8-K filed by Rovi with the SEC on May 1, 2015. Under such arrangements, Mr. Hartenstein will receive a prorated annual retainer for the year starting on the effective date of Mr. Hartenstein’s appointment and will receive the initial equity award described in the proxy statement.
On September 21, 2015, Rovi issued a press release that announced the election of Mr. Hartenstein to the Board as of September 18, 2015, 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
The following exhibits are furnished with this report on Form 8-K:
Exhibit Number | Description | |
99.1 | Press Release dated September 21, 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.
Rovi Corporation (Registrant) | |||
Date: September 21, 2015 | By: | /s/ Pamela Sergeeff | |
Pamela Sergeeff | |||
Executive Vice President & General Counsel | |||