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 26, 2017
Date of Report (Date of earliest event reported)
TiVo Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-37870 | 61-1793262 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. employer identification number) | ||
Two Circle Star Way
San Carlos, California 94070
(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 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of TiVo Corporation (the “Company” or “TiVo”) was held on April 26, 2017.
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 eight directors to serve until the Company’s 2018 annual meeting of stockholders and until their successors have been duly elected and qualified:
Final Voting Results | ||||
Nominees | For | Withheld | ||
Thomas Carson | 99,247,908 | 656,509 | ||
Alan L. Earhart | 98,382,023 | 1,522,394 | ||
Eddy W. Hartenstein | 89,516,763 | 10,387,654 | ||
Jeffrey T. Hinson | 91,906,072 | 7,998,345 | ||
James E. Meyer | 95,813,785 | 4,090,632 | ||
Daniel Moloney | 99,293,033 | 611,384 | ||
Raghavendra Rau | 98,816,335 | 1,088,082 | ||
Glenn W. Welling | 99,079,767 | 824,650 | ||
In addition, there were 12,200,679 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 2018 Annual Meeting of Stockholders and until his or her successor is elected and qualified: Thomas Carson; Alan L. Earhart; Eddy W. Hartenstein; Jeffrey T. Hinson; James E. Meyer; Daniel Moloney; Raghavendra Rau; and Glenn W. Welling.
Proposal 2 - 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, 2017:
Final Voting Results | ||||
For | Against | Abstain | ||
110,938,037 | 739,044 | 428,015 | ||
There were no broker non-votes on Proposal 2.
Proposal 3 - To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:
Final Voting Results | ||||
For | Against | Abstain | ||
95,598,604 | 3,624,456 | 681,357 | ||
There were 12,200,679 broker non-votes on Proposal 3.
Proposal 4 - To approve, on an advisory basis, the frequency of the vote of the advisory vote on compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:
Final Voting Results | |||
1 Year | 2 Years | 3 Years | Abstain |
77,013,884 | 30,340 | 22,309,191 | 551,002 |
There were no broker non-votes on Proposal 4.
Proposal 5 - To approve, on an advisory basis, the transfer restrictions set forth in Article X of the Company’s Amended and Restated Certificate of Incorporation:
Final Voting Results | ||||
For | Against | Abstain | ||
84,994,825 | 14,400,901 | 508,691 | ||
There were 12,200,679 broker non-votes on Proposal 5.
Item 8.01 Other Events
On April 26, 2017, at a meeting of the Board of Directors of TiVo Corporation (the “Company”) immediately following the Company’s 2017 Annual Meeting of Stockholders, the Board unanimously constituted the membership of the Board’s committees as follows:
Audit Committee: Alan L. Earhart (Chair), Jeffrey T. Hinson and Raghavendra Rau
Compensation Committee: Glenn W. Welling (Chair), Eddy W. Hartenstein and Daniel Moloney
Corporate Governance & Nominating Committee: James E. Meyer (Chair), Alan Earhart and Raghavendra Rau
Strategy Committee: Raghavendra Rau (Chair), Eddy W. Hartenstein, Daniel Moloney and Glenn W. Welling
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.
TiVo Corporation
(Registrant)
Date: April 26, 2017 | By: /s/ Pamela Sergeeff |
Pamela Sergeeff
Executive Vice President & General Counsel