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TIVO INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

August 8, 2014



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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Source: Edgar Glimpses


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