TiVo 2011 Annual Report Download - page 104

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Table of Contents
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to our executive officers is incorporated by reference from the information under Item 1 of Part I of
this Annual Report on Form 10-K under the section entitled "Executive Officers." The information required by this Item with respect to our directors is set
forth under the headings “Election of Directors”, "Corporate Governance", "Meetings and Committees of the Board" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in our 2012 Proxy Statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the
solicitation of proxies for our 2012 Annual Meeting of Stockholders (“2012 Proxy Statement”) and is incorporated herein by reference. Such Proxy Statement
will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.
Code of Ethics.
We have adopted a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, and Controller. This code of ethics is posted on
our website located at www.tivo.com. We will disclose any amendment to our code of ethics or waiver to our code of ethics that applies to the Company’s
Chief Executive Officer, Chief Financial Officer and any other principal financial officer, Controller and any other principal accounting officer, and any other
person performing similar functions, including the nature of the waiver and the name of the officer to whom the waiver was granted, in the “Investor
Relations” section of our website at www.tivo.com.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference from our Proxy Statement under the heading “Executive Compensation and Other
Information.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity
Compensation Plan Table” in our 2012 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference from our Proxy Statement under the headings "Director Independence" and “Certain
Relationships and Related Transactions.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference from our Proxy Statement under the heading “Independent Auditor Fees and
Services.”
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