(d) On February 17, 2009, our Board of Directors elected William Cella to become a member of the Board. In connection with Mr. Cella's election, the Board determined that Mr. Cella shall serve as a non-employee, independent member of our Board. With the election of Mr. Cella to the Company's Board, the Board now has a total of 9 members, of which 8 serve as non-employee, independent directors.

As a new non-employee director, Mr. Cella shall receive 25,000 stock options, which shall vest 1/48 per month over four years, and 8,300 shares of restricted stock, which shall vest 25% annually on the grant anniversary over four years, each with a grant date of February 17, 2009.

The Company's press release announcing Mr. Cella's election to the Board is attached hereto as Exhibit 99.1.

(d) The following exhibits are included with this Report:

Exhibit No.       Description

   99.1           Press release of TiVo Inc., dated February 19, 2009, announcing
                  the election of William Cella to TiVo's Board of Directors.