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TiVo DEFA14A 2017

Documents found in this filing:

  1. Defa14A
  2. Defa14A

Washington, D.C. 20549
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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In connection with TiVo Corporation’s Annual Meeting of Stockholders to be held on April 26, 2017, TiVo Corporation (“TiVo” or the “Company”) is communicating the below information to its stockholders commencing April 13, 2017.

At our 2017 Annual Meeting of Stockholders to be held on April 26, 2017, our stockholders will cast an advisory vote regarding certain stock transfer and ownership restrictions (the “Transfer Restrictions”) in our Amended and Restated Certificate of Incorporation as disclosed in Proposal 5 of our proxy statement filed with the Securities and Exchange Commission on March 14, 2017.

In connection with this advisory vote, we are providing the following information to assist our stockholders in understanding the vote and to facilitate prompt voting:

On April 9, 2017, the Board fixed the outside expiration date of the Transfer Restrictions as the end of the “three-year period” (as that term is defined by Section 382(i)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) following the effective date of the Transfer Restrictions, and has determined that such date will not be extended without stockholder approval.

The Board would like to clarify that this outside expiration date means the end of the day on September 7, 2019, three years from the effective date of the Transfer Restrictions (September 7, 2016).

The Transfer Restrictions are designed to allow the Company to preserve the tax benefits afforded by its large net operating loss carryforward tax assets (“NOLs”). The NOLs amount was $1.2 billion as of December 31, 2016. We urge you to vote “FOR” Proposal 5.

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