TiVo Corporation (NASDAQ:TIVO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On April 10, 2019, the Board of Directors (the “Board”) of TiVo Corporation (the “Company” or “TiVo”) approved the election of Laura J. Durr and Loria B. Yeadon as members of the Board, effective as of April 10, 2019 (the “Effective Date”). TiVo expanded the size of the Board from seven to nine to accommodate the additions of Ms. Durr and Ms. Yeadon. Ms. Durr and Ms. Yeadon each will serve until the Annual Meeting of Stockholders in 2020, or until such time as her successor is duly elected and qualified or as otherwise provided in TiVo’s certificate of incorporation and bylaws. The Board has determined that both Ms. Durr and Ms. Yeadon are independent under TiVo’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (“SEC”) requirements and Nasdaq listing standards. The Board plans, at its next regularly scheduled meeting, to determine which of its committees, if any, on which Ms. Durr and Ms. Yeadon will serve and on any revised composition of such committees. There are no arrangements or understandings between Ms. Durr or Ms. Yeadon and any other person to which either Ms. Durr or Ms. Yeadon was selected as a director. There are no transactions involving Ms. Durr or Ms. Yeadon that would be required to be reported under Item 404(a) of Regulation S-K.
As of the Effective Date, Ms. Durr and Ms. Yeadon will each participate in TiVo’s non-employee director compensation arrangements which are described in TiVo’s proxy statement for its 2019 annual meeting of stockholders filed by TiVo with the SEC on March 15, 2019. Under such arrangements, Ms. Durr and Ms. Yeadon will each receive a prorated annual retainer for the year starting on the effective date of their appointments and each will receive the equity awards described in the proxy statement, subject to the applicable conditions described therein.
On April 11, 2019, TiVo issued a press release that announced the elections of Ms. Durr and Ms. Yeadon to the Board as of April 10, 2019, a copy of which press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
The following exhibit is furnished with this report on Form 8-K:
TiVo Corp Exhibit
EX-99.1 2 exhibit991-boardchangesrel.htm EXHIBIT 99.1 Exhibit Exhibit 99.1TIVO CORPORATION Adds TWO NEW MEMBERS to Its Board of DirectorsLaura Durr Brings Deep Financial Expertise in the Technology Industry and Loria Yeadon Brings World Class Expertise in Intellectual Property Licensing SAN JOSE,…
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About TiVo Corporation (NASDAQ:TIVO)
TiVo Corporation, formerly Titan Technologies Corporation, is a holding company. The Company’s subsidiaries include Rovi Corporation and TiVo Inc. The Company, through TiVo Inc., is engaged in providing video technology software services and cloud-based software-as-a-service solutions. TiVo Inc.’s software and cloud-based services provide an approach for navigating content chaos by combining live, recorded, Video on Demand (VOD) content into an intuitive user interface with universal search, discovery, viewing and recording, and creating a unified viewing experience. The Company, through Rovi Corporation, provides a set of content discovery solutions that are embedded in its customers’ products and services to connect consumers with entertainment, including device embedded and cloud-based interactive program guides (IPGs), natural language conversational voice and text search and recommendation services, among others.
