Leading Independent Proxy Advisory Firm Says Engaged Capital’s
Proposals Are “Premature” and “High Risk”
Rovi Urges Stockholders to Vote the BLUE Proxy Card
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ:ROVI) today issued the following statement
regarding a recommendation from leading independent proxy advisory firm
Egan-Jones that Rovi’s stockholders vote “FOR” all seven of Rovi’s
director nominees on the BLUE proxy card at the Company’s upcoming 2015
Annual Meeting on May 13, 2015:
“We are pleased that this independent proxy advisory firm has
recommended in favor of all of Rovi’s highly qualified director
nominees. Our Board has taken deliberate actions to transform Rovi’s
leadership, strategy and structure, and we are now well-positioned to
leverage our compelling patent portfolio and continue developing
next-generation products to drive sustainable returns. Egan-Jones’
recommendation squarely rejects the notion that Engaged Capital’s
director nominees will improve the Rovi Board, and validates our concern
that disrupting our leadership team would put substantial stockholder
value at risk, especially at this point in time ahead of our Big-4
license renewals.”
In supporting Rovi’s entire slate of director nominees, Egan-Jones
recognizes the lack of relevant experience represented by Engaged
Capital’s nominees, as well as the risks associated with Engaged
Capital’s demands:
“…we believe the dissident's proposals to
be premature and high
risk at this point in time.”
“We are not certain that the dissidents have the relevant niche
technology experience in Meta data or ‘content about content’ to
successfully serve on the board of this company.”
“…we feel the timing of the dissident proxy to be
very poor, with multiple critical contracts on the line when the
contest began including the recently signed Mediacom deal. While we can
appreciate the ‘strategy’ of maximum pressure for board seats,
especially in the absence of a large position in the company, we believe
this strategy by the dissidents is creating
an undue burden of risk for the company and
other shareholders. As a rule, potential clients don't like
uncertainty and this contest is creating a lot of uncertainty.”
“Switching management just as those risks are about to pay off does not
seem like a prudent choice to us.”
Emphasis added.
Further, Egan-Jones recognizes Rovi’s “clearly articulated plan,”
stating:
“…we believe that voting FOR the management’s nominees and voting FOR
its other proposals is in the best interest of the Company and its
shareholders. We believe this because of the Company’s clearly
articulated plan and a commitment of double digit growth for next year
which we believe to be a solid metric that can be evaluated readily in
the not too distant future. Allowing management to bring the investments
of the past few years to fruition seems like a wise choice to us.”
Rovi agrees with Egan-Jones’ analysis and strongly recommends all
stockholders vote on the BLUE proxy
card to support the Company’s nominees at the upcoming Annual Meeting.
*Egan-Jones’ quotes are from its report issued May 8, 2015. Permission
to use quotes was neither sought nor obtained.
If you have any questions, require assistance with voting your BLUE
proxy card or need additional copies of the proxy materials,
please contact:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
[email protected]
(212)
929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Rovi Corporation, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of proxies from
stockholders in connection with Rovi’s 2015 Annual Meeting of
Stockholders. Rovi has filed with the SEC and has provided to its
stockholders a definitive proxy statement and a BLUE
proxy card in connection with such solicitation. ROVI STOCKHOLDERS ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY
AMENDMENTS AND SUPPLEMENTS) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the names of Rovi’s directors and executive
officers and their respective interests in Rovi by security holdings or
otherwise is set forth in Rovi’s definitive proxy statement for the 2015
Annual Meeting of Stockholders, filed with the SEC on April 13, 2015,
and in Rovi’s annual report on Form 10-K for the year ended December 31,
2014, filed with the SEC on February 19, 2015, which documents are
available at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196.
To the extent holdings of such participants in Rovi’s securities have
changed since the amounts described in the 2015 proxy statement, or if a
particular participant’s holdings are not set forth in the 2015 proxy
statement, such holdings (or changes thereto) have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements of
Change in Ownership on Form 4 filed with the SEC. Information regarding
the special interests of such participants, if any, in the matters to be
voted on at Rovi’s 2015 Annual Meeting of Stockholders is included in
the definitive proxy statement referred to above. You can obtain free
copies of these referenced documents as described below.
These documents, including the definitive proxy statement (and
amendments or supplements thereto) and the accompanying BLUE
proxy card, and any other relevant documents and other material filed by
Rovi with the SEC, are or will be available for no charge at the SEC's
website at www.sec.gov
and at the investor relations portion of Rovi’s website at http://ir.rovicorp.com/CorporateProfile.aspx?iid=4206196.
Copies may also be obtained free of charge by contacting Rovi Investor
Relations by mail at 2830 De La Cruz Boulevard, Santa Clara, California
95050 or by telephone at (408) 562-8400.
About Rovi Corporation
Rovi is leading the way to a more personalized entertainment experience.
The Company’s pioneering guides, data, and recommendations continue to
drive program search and navigation on millions of devices on a global
basis. With a new generation of cloud-based discovery capabilities and
emerging solutions for interactive advertising and audience analytics,
Rovi is enabling premier brands worldwide to increase their reach, drive
consumer satisfaction and create a better entertainment experience
across multiple screens. The Company holds over 5,000 issued or pending
patents worldwide and is headquartered in Santa Clara, California.
Discover more about Rovi at Rovicorp.com.
Investors
Rovi Corporation
Peter Halt, 818-295-6800
Peter
Ausnit, 818-565-5200
or
MacKenzie Partners, Inc.
Dan
Burch, 212-929-5500
or
Media
Sard Verbinnen & Co
John
Christiansen, 415-618-8750
Megan Bouchier, 415-618-8750
Source: Rovi Corporation