Board Strongly Disagrees with ISS Recommendation in Favor of Two of
Three Dissident Nominees; Reiterates Belief that Rovi Has the Right
Board in Place to Drive Value
Urges Stockholders to Vote the BLUE Proxy Card
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Rovi Corporation (NASDAQ:ROVI) today issued the following statement in
response to the recommendation issued by Institutional Shareholder
Services (“ISS”) regarding the election of directors at the Company’s
2015 Annual Meeting of Stockholders, which will be held on May 13, 2015.
“We believe Rovi’s seven highly qualified directors are best positioned
to continue executing Rovi’s strategic plan and drive value for Rovi
stockholders. 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. Engaged
Capital has not articulated a vision or alternative plan for Rovi beyond
generic corporate finance strategies, and we strongly disagree
with ISS’ recommendation that stockholders vote for Engaged Capital
nominees Raghavendra Rau and Glenn Welling. While we understand ISS has
a history of supporting dissidents, we believe that supporting Engaged
Capital’s slate of nominees, none of whom have compelling track records
or expertise, is not in the best interests of our stockholders. We trust
our stockholders will make an independent assessment in deciding the
best path forward for Rovi.”
Rovi’s Board of Directors and management team intend to provide a more
detailed response shortly. Rovi encourages its stockholders to vote the
BLUE proxy card.
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