8-K- Annual Meeting results

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) August 1, 2012
_______________________
TIVO INC.
(Exact name of registrant as specified in its charter)
_______________________

Delaware      
000-27141     
77-0463167
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

2160 Gold Street,
 
Alviso, California
95002
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code (408) 519-9100
(Former name or former address, if changed since last report.)
_______________________

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))


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



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.
TIVO INC.
    

August 3, 2012
 
By:
/s/ Anna Brunelle
 
 
 
Anna Brunelle
 
 
 
Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)