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EX-10.1 - Rovi Corpex10_m.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

 
May 24, 2011
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 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Rovi Corporation (the “Company”) held on May 24, 2011, the Company’s stockholders approved an amendment to the Company’s 2008 Equity Incentive Plan (the “Amended Equity Plan”) to allow the Company’s chief executive officer to participate in such plan.  The Company’s Compensation Committee and Board of Directors previously approved the Amended Equity Plan, subject to such stockholder approval.  The Company’s executive officers are eligible to participate in the Amended Equity Plan.

A summary of the Amended Equity Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2011 (the “Proxy Statement”).  That summary and the above description of the Amended Equity Plan do not purport to be complete, and are qualified in their entirety by reference to the Amended Equity Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07.      Submission of Matters to a Vote of Security Holders.

The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Rovi Corporation (the “Company”) was held on May 24, 2011.  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 2012 Annual Meeting of Stockholders, (2) an amendment to the Company’s 2008 Equity Incentive Plan to allow the Company’s chief executive officer to participate in such 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, 2011, (4) an advisory resolution on executive compensation, and (5) an advisory vote on the frequency of future advisory votes on executive compensation.  The table below sets forth the final number of votes cast for and against (or, with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the number of votes cast for one year, two years and three years), 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
 
Withheld
 
Broker Non-Votes
        Alfred J. Amoroso
  
97,647,936
 
   160,725
 
6,152,325
 Andrew K. Ludwick
  
95,026,918
 
2,781,743
 
6,152,325
 Alan L. Earhart
  
97,269,903
 
   538,758
 
6,152,325
 James E. Meyer
 
95,840,275
 
1,968,386
 
6,152,325
 James P. O’Shaughnessy
 
94,652,937
 
3,155,724
 
  6,152,325  
 Ruthann Quindlen
 
94,656,197
 
3,152,464
 
6,152,325

Proposal No. 2:  Amendment to the Company’s 2008 Equity Incentive Plan to allow the Company’s chief executive officer to participate in such plan:
 
For
  
Against
  
Abstain
Broker Non-Votes
92,526,738
 
5,211,898
 
70,025
6,152,325

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, 2011:


For
  
Against
  
Abstain
Broker Non-Votes
103,664,718
 
237,759
 
58,509
0
 
 
 
 

 
 
Proposal No. 4:  Advisory resolution on executive compensation:


For
  
Against
  
Abstain
Broker Non-Votes
85,770,884
 
11,948,178
 
89,599
6,152,325
 

Proposal No. 5:  Advisory vote on the frequency of future advisory votes on executive compensation:


One Year
  
Two Years
  
Three Years
Abstain
Broker Non-Votes
83,465,181
 
211,248
 
13,972,718
159,514
0

  
Item 9.01.      Financial Statements and Exhibits.

(d)           Exhibits


     
Exhibit
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 24, 2011
By:
/s/ Stephen Yu  
   
Stephen Yu
 
   
EVP and General Counsel
 
       
 
 
 

 


INDEX TO EXHIBITS


     
Exhibit
Number
  
Description
   
10.1
  
2008 Equity Incentive Plan, as amended