Resignation and Appointment of Officers
In connection with the Mergers, each current officer of Xperi Holding, other than Jon Kirchner, Robert Andersen and Paul Davis, resigned as of
10:00 a.m. Pacific time on June 1, 2020, and, as of such time, the Board appointed (i) Jon Kirchner as President of Xperi Holding (in addition to his position as Chief Executive Officer of Xperi Holding), (ii) Paul Davis as Chief Legal
Officer and Corporate Secretary (in place of his previous offices), (iii) Geir Skaaden as Chief Products and Services Officer, (iv) Matthew Milne as Chief Revenue Officer and (v) Samir Armaly as President, IP Licensing. The names of the
current executive officers and their respective positions are indicated below:
||Chief Executive Officer and President|
||Chief Financial Officer|
||Chief Legal Officer and Corporate Secretary|
||Chief Products and Services Officer|
||Chief Revenue Officer|
||President, IP Licensing|
On May 29, 2020, Xperi Holdings stockholders approved the Xperi Holding Corporation 2020 Equity Incentive Plan (the 2020
EIP) and the Xperi Holding Corporation 2020 Employee Stock Purchase Plan (the 2020 ESPP). A description of the material terms of the 2020 EIP and the 2020 ESPP are set forth on pages 124 and 128, respectively, under the
headings New HoldCo Equity Incentive Plan and New Holdco Employee Stock Purchase Plan, respectively, in the Registration Statement on Form S-4 (File
No. 333-236492), as amended, filed by Xperi Holding Corporation and the definitive joint proxy statement/prospectus of Xperi and TiVo, dated April 22, 2020, filed with the Securities and Exchange
Commission (the Joint Proxy Statement/Prospectus), which descriptions are hereby incorporated by reference into this Item 5.02.
A copy of the 2020 EIP and the 2020 ESPP is filed herewith as Exhibits 10.10 and 10.11, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Xperi Holding assumed, effective as of the completion of
the Mergers, the sponsorship of (i) the Xperi Corporation Seventh Amended and Restated 2003 Equity Incentive Plan, (ii) the DTS, Inc. 2014 New Employee Incentive Plan, as amended, (iii) the DTS, Inc. 2012 Equity Incentive Plan, (iv) the SRS Labs,
Inc. 2006 Stock Incentive Plan, (v) the DTS, Inc. 2003 Equity Incentive Plan, (vi) the TiVo Corporation 2008 Equity Incentive Plan (f/k/a the Rovi Corporation Amended 2008 Equity Incentive Plan) and (vii) the TiVo Inc. Amended and
Restated 2008 Equity Incentive Award Plan (now named the TiVo Corporation Titan Equity Incentive Award Plan), each filed as Exhibits 10.1 through 10.9 to this Current Report on Form 8-K and incorporated herein by reference, as well as
the outstanding awards granted thereunder, the award agreements evidencing the grants of such awards and the remaining shares available thereunder, including any awards granted to Xperi Holdings named executive officers, in each case subject
to applicable adjustments in the manner set forth in the Merger Agreement to such awards and remaining shares available under each such plan. As of the completion of the Mergers, no equity awards were outstanding under the Rovi Corporation 2000
Equity Incentive Plan (filed on March 16, 2006 by Macrovision Corporation in Annex A to Definitive Proxy Statement on Schedule 14A) and the TiVo Inc. Amended and Restated 1999 Equity Incentive Plan (filed on September 9, 2005 by TiVo Solutions Inc.
in Exhibit 10.7 to Form 10-Q), each of which was contemplated to be assumed by Xperi Holding pursuant to the Merger Agreement.
Treatment of Xperi Performance-Based RSU Awards held by Jon Kirchner. Contingent upon and in connection with the closing of the Mergers
during Xperis 2020 fiscal year, the number of restricted stock units subject to performance-based vesting criteria for such 2020 fiscal year for the Xperi restricted stock unit awards granted to Mr. Kirchner on each of March 1, 2017
and June 1, 2017 were deemed earned at target and converted into time-based restricted stock units of Xperi Holding, with such target number of restricted stock units becoming scheduled to vest on December 31, 2020, subject to
Mr. Kirchners continued service with Xperi Holding through such vesting date.
Treatment of TiVo Performance-Based RSUs held
by David Shull. Under the terms of performance restricted stock unit awards granted by TiVo to certain of its executive officers, including Mr. Shull, performance against the TSR performance metrics was measured as of the completion of the
Mergers, with the ending share price for purposes of the performance period being calculated based on the thirty (30)-trading day average closing share price immediately prior to and including the date of completion of the Mergers. Any PSUs that
were deliverable based on this measurement have vested on a pro rata basis effective as of the completion of the Mergers (based on the portion of the performance period during which services were performed). Any remaining PSUs that are deliverable
based on this measurement and that did not vest upon completion of the Mergers will vest ratably following the date of completion of the Mergers through the earlier of the first regularly scheduled compensation committee meeting of Xperi Holding
following the end of the performance period or June 1, 2021 (for awards granted in 2018) and June 1, 2022 (for awards granted in 2019).