(a) TiVo Inc. (the "Company") held its 2012 Annual Meeting of Stockholders ("2012 Annual Meeting") on August 1, 2012. Each holder of the Company's common stock was entitled to one vote per share held.
(b) Proposal 1: At the 2012 Annual Meeting, the Stockholders elected each of the following nominees as directors to serve on the Company's Board of Directors until the 2015 Annual Meeting of Stockholders and/or until their successors are duly elected and qualified. Each nominee received affirmative votes from more than a majority of the votes cast. The vote for each director was as follows:
Total Votes FOR Total Votes WITHHELD Total Broker Non-Votes Peter Aquino 86,410,481 2,707,929 22,091,648 Thomas Wolzien 87,665,685 1,452,725 22,091,648

Proposal 2: At the 2012 Annual Meeting, the Stockholders also voted to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2013 and cast their votes as follows:

                 Total Votes
FOR              108,849,942
AGAINST            1,363,410
ABSTAIN              996,706
Broker Non-Votes           -

Proposal 3: At the 2012 Annual Meeting, the Stockholders also voted to approve a two-year request to amend the Amended & Restated 2008 Equity Incentive Award Plan to reserve an additional 7,000,000 shares of the Company's common stock for issuance and cast their votes as follows:

                 Total Votes
FOR               67,392,633
AGAINST           20,909,779
ABSTAIN              815,998
Broker Non-Votes  22,091,648

Proposal 4: At the 2012 Annual Meeting, the Stockholders also voted to approve an amendment to reserve an additional 1,500,000 shares of the Company's common stock for issuance pursuant to the Amended & Restated 1999 Employee Stock Purchase Plan and cast their votes as follows:

                 Total Votes
FOR               83,523,348
AGAINST            4,414,957
ABSTAIN            1,180,105
Broker Non-Votes  22,091,648

Proposal 5: At the 2012 Annual Meeting, the Stockholders also voted to approve on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement for the 2012 Annual Meeting of Stockholders of TiVo Inc. pursuant to the compensation disclosure rules of the Securities and Exchange Commission ("Say-on-Pay") and cast their votes as follows:

                 Total Votes
FOR               81,346,704
AGAINST            5,982,934
ABSTAIN            1,788,772
Broker Non-Votes  22,091,648