8-K

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) March 28, 2013

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TIVO INC.

(Exact name of registrant as specified in its charter)

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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 28, 2013, TiVo Inc. (the “Company”) adopted its Fiscal Year 2014 Bonus Plan For Executive Officers. The Fiscal Year 2014 Bonus Plan For Executive Officers provides for specified incentive compensation for the Company's executive officers. Under the Fiscal Year 2014 Bonus Plan For Executive Officers, cash bonuses, if any, will be based on the Company's achievement of specified corporate goals and individual achievement of specified departmental and individual goals by the end of the Company's fiscal year ending January 31, 2014, as determined by the Compensation Committee and/or the Board of Directors. A summary of the Fiscal Year 2014 Bonus Plan For Executive Officers is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On March 28, 2013, in recognition of the Company's successful resolution of its litigation with Verizon Communications, Inc. and in lieu of a new stock or cash bonus similar to what the Board has done in connection with past significant litigation successes, the Board approved the amendment of the Company's Chief Executive Officer's fiscal year 2010 and 2012 restricted stock unit and restricted stock grants, respectively, which consisted of 240,000 and 74,250 shares of Company common stock, respectively, and were subject to a risk of forfeiture unless the Company's per share closing trading price exceeded a pre-determined stock price for 30 consecutive trading days prior to January 31, 2014 and January 31, 2015, respectively. The amendment increases the performance target for the fiscal year 2012 restricted stock grant to match the same pre-determined stock price as the fiscal year 2010 restricted stock unit grant and extends the time period within which the performance goal must be achieved under each grant until January 31, 2018. In addition, the Board amended the Chief Executive Officer's fiscal year 2010, 2012, and 2014 performance share grants such that these performance grants would not immediately vest upon early achievement of the performance goals, but instead such performance shares would convert into time-based vesting shares, such that the fiscal year 2010 and 2012 grants would time-vest through January 31, 2018, and the fiscal year 2014 performance stock grant, in such event, would convert to time-based vesting to match the other time-based vesting shares in the same grant.

On April 1, 2013, the Compensation Committee approved an increase in the base salary of Matthew Zinn, TiVo's Senior Vice President, General Counsel, Chief Privacy Officer and Corporate Secretary to $450,000 per year. On April 1, 2013, Mr. Zinn was also awarded 100,250 shares of restricted stock, of which 75% shall vest in three equal annual installments over the next three years with the remaining 25% set to vest upon the attainment of either pre-determined stock price or Adjusted EBITDA targets during the next four years. Mr. Zinn will also be entitled to annual equity awards in the amounts of 110,375 and 120,000 shares of restricted stock to be awarded in fiscal years 2015 and 2016, respectively. Each of the fiscal years 2015 and 2016 awards will also have both time-based and performance-based vesting, with the actual award mix and goals for such future awards to be determined on the fiscal year 2015 and 2016 grant dates. In the event of a change in control of the Company, Mr. Zinn's performance-vesting awards will convert to time-based vesting under the same terms as his other time-based vesting grants, based on Mr. Zinn's continued service to the Company. Upon a qualifying termination in connection with a change in control as specified in Mr. Zinn's change in control agreement, Mr. Zinn will be entitled to accelerated vesting of all these time- and performance-based grants that have been granted and will be entitled to a cash payment equal to the value of any of the awards of shares of restricted stock that, as of the date of such qualifying termination, have not been granted.

On April 1, 2013, the Compensation Committee approved the award mix and goals for fiscal year 2014 equity awards as set forth below with the time-based vesting set to vest in three equal installments over three years from the date of grant (with the exception of Dan Phillips' grant, of which the time-based vesting portion shall be fully vested by November 2015, and Naveen Chopra's Promotion Award, of which the time-based vesting shall vest in equal bi-annual installments over three years) and the performance-based vesting set to vest upon the attainment of either a pre-determined stock price or Adjusted EBITDA targets during the four year period commencing on the date of grant.

Officer	Fiscal Year 2014 Restricted Stock Awards	Mix of Time-Based/Performance-Based Vesting
Thomas Rogers, President and CEO	550,000	50/50%
Naveen Chopra, CFO	175,000 (Promotion Award)	100/0%
	100,250	75/25%
Dan Phillips, COO	125,000	60/40%
Matthew Zinn, SVP, GC	100,250	75/25%
Jeffrey Klugman, EVP	100,250	75/25%

On April 1, 2013, the Compensation Committee additionally approved a one-time cash payment to Mr. Klugman, the Company's EVP, Products and Revenue, in the amount of $75,000 in reward for his significant contributions during fiscal year 2013 to the Company's product acquisition and integration efforts.

Item 9.01. Financial Statements and Exhibits.

(d)              

Exhibit Number	Description
10.1	Summary of TiVo Inc. Fiscal Year 2014 Bonus Plan For Executive Officers

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.

Date: April 3, 2013	By:	/s/ Naveen Chopra
		Naveen Chopra
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

Exhibit Number	Description
10.1	Summary of TiVo Inc. Fiscal Year 2014 Bonus Plan For Executive Officers

EX-10.1

EXHIBIT 10.1

SUMMARY OF TIVO INC. FISCAL YEAR 2014

BONUS PLAN FOR EXECUTIVE OFFICERS.

Purpose:

The terms of the TiVo Inc. (the “Company”) Fiscal Year 2014 Bonus Plan for Executive Officers (the “Plan”) have been established to reward the Company’s executive officers for assisting the Company in achieving its operational goals through exemplary performance. Under the Plan, bonuses will be based on the achievement of specified corporate and departmental goals at end of fiscal year 2014, as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and/or the Board of Directors (the “Board”).

Determination of Fiscal Year 2014 Bonuses:

Company executive officers will be eligible to receive targeted bonus amounts to be paid in cash under the Plan. The amount of actual bonuses to be paid in cash will be based primarily on the achievement of objective and subjective Company and departmental performance goals and may be higher or lower than targeted amounts according to pre-determined formulas that will be applied by the Compensation Committee and the Board. Target cash bonuses for the Company’s named executive officers under the Plan for fiscal year 2014 will be 50% of the annual base salary for the Company’s Chief Financial Officer and General Counsel and will be 100% of the annual base salary for the Company’s Chief Executive Officer, Chief Operating Officer, and Executive Vice President of Products and Revenue. For all named executive officers (excluding the Company’s Chief Executive Officer), actual cash bonuses will be based fifty percent (50%) on performance against specified corporate goals and fifty percent (50%) on specified Company-wide engineering objectives and, in certain cases, performance against specified departmental goals. Upon achievement at target of at least three Company-wide engineering objectives and the specified corporate goal for Adjusted EBITDA*, each of the Company’s named executive officers (including the Company’s Chief Executive Officer) are also eligible for additional above-target amounts up to 20% of target bonus amounts for achievement of additional specified strategic engineering and distribution upside objectives relating to new product development initiatives.

For all named executive officers (excluding the Company’s Chief Executive Officer), the corporate goals component of bonuses will be based on meeting specified goals with respect to the Company’s financial performance including a service and technology revenue goal, Adjusted EBITDA* goal, an end of fiscal year 2014 cash balance goal, as well as a subjective measure of management’s overall performance relative to the Company’s FY14 strategic priorities as assessed by the Board in its discretion. For all named executive officers (including the Company’s Chief Executive Officer), the Company-wide engineering objectives relate to the delivery of current products and projects in development as well as current and future distribution deals.

The Company’s Chief Executive Officer’s bonus will be based on specified corporate performance goals relating to service and technology revenues, Adjusted EBITDA*, end of fiscal year 2014 cash balance, success with respect to specified transactions and deals, and the Board’s subjective measure of the Company’s progress with respect to existing intellectual property litigations, the specified Company-wide engineering objectives referenced above and overall Company performance.

In addition to the above amounts, the Company’s Chief Financial Officer and Senior Vice President, Corporate Development and Strategy, is eligible for additional cash amounts upon achievement of specified goals related to distribution, capital allocation, litigation and strategic transactions achieved during fiscal year 2014.

In addition to the above amounts, the Company’s Executive Vice President of Products and Revenue, is eligible for additional cash amounts in connection with the management and performance of the Company’s audience research business.

In addition to the above amounts, the Company’s Senior Vice President, General Counsel is eligible for additional cash amounts upon achievement of specified litigation and transactional related goals achieved during fiscal year 2014.

The Board and the Compensation Committee reserve the right to modify these goals, amounts and criteria at any time.

*    “Adjusted EBITDA” is defined as income before interest expense, provision for income taxes and depreciation, amortization, and stock-based compensation expense.