UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 29, 2020
TIVO CORPORATION
(Exact name of Registrant as Specified in its Charter)
| | | | |
Delaware | | 001-37870 | | 61-1793262 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
2160 Gold Street
San Jose, California 95002
(Address of Principal Executive Offices, including Zip Code)
(408) 519-9100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock (par value $0.001 per share) | | TIVO | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 29, 2020, TiVo Corporation (“TiVo”) held a Special Meeting of Stockholders (“Special Meeting”). As of the close of business on April 13, 2020, the record date for the Special Meeting, 127,680,515 shares of TiVo’s common stock, par value $0.001 per share, were outstanding and entitled to vote. A total of 106,229,715 shares of common stock were voted in person or by proxy, representing 83.19% of the shares entitled to be voted, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in TiVo’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
Each of the proposals was approved by the requisite vote of TiVo’s stockholders.
Proposal 1 — To adopt the Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, as amended on January 31, 2020, by and among Xperi Corporation, TiVo Corporation, XRAY-TWOLF HoldCo Corporation, XRAY Merger Sub Corporation and TWOLF Merger Sub Corporation. TiVo’s stockholders approved the merger agreement.
| | | | |
For | | Against | | Abstain |
105,765,457 | | 140,802 | | 323,456 |
Proposal 2 — To approve the adjournment of the special meeting (if necessary or appropriate to solicit additional proxies if there are not sufficient votes to adopt the merger agreement). TiVo’s stockholders approved an adjournment of the Special Meeting, if necessary, but an adjournment was not necessary in light of adoption of the merger agreement.
| | | | |
For | | Against | | Abstain |
99,086,157 | | 6,637,360 | | 506,198 |
Proposal 3 — To approve, by non-binding advisory vote, certain compensation that may become payable to TiVo’s named executive officers in connection with the consummation of the mergers. TiVo’s stockholders approved, by a non-binding advisory vote, the compensation that may become payable to TiVo’s named executive officers in connection with the consummation of the mergers.
| | | | |
For | | Against | | Abstain |
102,988,084 | | 2,860,407 | | 381,224 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: May 29, 2020 | | | | TiVo Corporation |
| | | | | | | |
| | | | By: | | /s/ Pamela Sergeeff |
| | | | Name: | | Pamela Sergeeff |
| | | | Title: | | Executive Vice President and General Counsel |
