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TIVO > SEC Filings for TIVO > Form 8-K on 8-Aug-2014All Recent SEC Filings

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Form 8-K for TIVO INC


8-Aug-2014

Submission of Matters to a Vote of Security Holders


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

(a) TiVo Inc. (the "Company") held its 2014 Annual Meeting of Stockholders ("2014 Annual Meeting") on August 7, 2014. Each holder of the Company's common stock was entitled to one vote per share held.
(b) Proposal 1: At the 2014 Annual Meeting, the Stockholders elected each of the following nominees as directors to serve on the Company's Board of Directors until the 2017 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 Total
FOR AGAINST WITHHELD Broker Non-Votes
Thomas S. Rogers 83,969,700 444,666 496,640 17,035,512 David Yoffie 84,017,842 276,717 616,447 17,035,512

Proposal 2: At the 2014 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, 2015 and cast their votes as follows:

                 Total Votes
FOR              100,704,185
AGAINST            1,143,399
ABSTAIN               98,934
Broker Non-Votes

Proposal 3: At the 2014 Annual Meeting, the Stockholders also voted to approve a two-year request to reserve an additional 7,500,000 shares of our common stock for issuance pursuant to the Amended & Restated 2008 Equity Incentive Plan and cast their votes as follows:

                 Total Votes
FOR               75,555,132
AGAINST            9,274,707
ABSTAIN               81,167
Broker Non-Votes  17,035,512

Proposal 4: At the 2014 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 2014 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               79,170,367
AGAINST            4,325,789
ABSTAIN            1,414,850
Broker Non-Votes  17,035,512


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