8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) December 11, 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 8.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Stock Ownership Policy: On December 11, TiVo’s board of directors approved an executive stock ownership policy applicable to TiVo’s executive officers. Effective February 1, 2014, TiVo’s chief executive officer will be required to retain 3 times his base salary in TiVo stock and TiVo’s other executive officers will be required to retain the equivalent of their base salary in TiVo stock. Each executive officer will be required to retain at least 50% of any net vested or exercised shares until such executive reaches the required ownership threshold.

Board Ownership Guidelines: As previously disclosed in September 2013, TiVo’s board increased its equity ownership guidelines for non-employee directors to require each non-employee director to own 25,000 shares of the Company’s common stock within five years of the director joining the Board (which at the time of implementation was roughly equivalent to five times the annual cash retainer paid to a non-employee Board member).

Incentive Compensation Clawback Policy: On December 11, TiVo’s board of directors also approved an incentive compensation clawback policy applicable to TiVo’s executive officers. As set forth in the policy, TiVo’s board of directors is authorized to recoup any incentive compensation that the board determines was improperly paid to an executive officer in connection with such executive officer’s acts or omissions related to a future restatement.

Restrictions on Hedging and Pledging: TiVo’s policy on insider trading, which applies to employees and TiVo’s board of directors, prohibits individuals at TiVo from engaging in speculative trading in TiVo stock, including trading in TiVo stock on margin, pledging or hedging of TiVo stock, and trading in derivative securities of TiVo stock (such as puts and calls).

The agreement of each of TiVo’s executive officers to be bound by the executive stock ownership and incentive compensation clawback policies will be made pursuant to the form of acknowledgment of the executive stock ownership and incentive compensation clawback policies, attached as Exhibit 10.1.

ITEM 9.01. Financial Statements and Exhibits.

(d) The following exhibits are included with this Report

Exhibit Number	Description
10.1	Form of Acknowledgment of Executive Stock Ownership and Incentive Compensation Clawback Policies.

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.

December 17, 2013	By:	/s/ Naveen Chopra
		Naveen Chopra
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit Number	Description
10.1	Form of Acknowledgment of Executive Stock Ownership and Incentive Compensation Clawback Policies.

EX-10.1

Exhibit 10.1

TiVo Inc.

Clawback Policy and Executive Stock Ownership Guidelines

Acknowledgement

On December 11, 2013, TiVo Inc. (the “Company”) adopted the TiVo Inc. Clawback Policy and the TiVo Inc. Executive Stock Ownership Guidelines, as each may be amended from time to time (the “Clawback Policy” and “Ownership Guidelines,” respectively and collectively, the “Policies”) provided to you.

Clawback Policy Acknowledgement

You, and the cash-based incentive compensation that is granted, paid or credited to you from and after January 31, 2014 (the “Compensation”), are subject to the Clawback Policy. By signing below, you hereby acknowledge and agree that:

•You have received and have had an opportunity to review the Clawback Policy;

•the Compensation is subject to the Clawback Policy and may be subject to forfeiture and/or reimbursement as determined by the Company’s Board of Directors, the Compensation Committee thereof (or any officer of the Company to whom enforcement authority has been properly delegated);

•in the event it is determined by the Company’s Board of Directors, the Compensation Committee thereof (or any officer of the Company to whom enforcement authority has been properly delegated) that the Compensation awarded to you must be forfeited or reimbursed to the Company, you will promptly take any action necessary to effectuate such forfeiture and/or reimbursement;

•the Company will be entitled to withhold from any amounts otherwise payable to you, including “wages” within the meaning of applicable law, in order to satisfy any obligations you may have as a result of the application of the Clawback Policy to the Compensation earned by you, except to the extent such withholding or offset is not permitted under applicable law, or would cause the imposition of additional taxes and/or penalties under Section 409A of the Internal Revenue Code of 1986, as amended;

•the Clawback Policy applies to the Compensation notwithstanding the terms of the compensation plan or agreement under which it is granted or the terms of any employment agreement to which you are a party; and

•any determinations of the Company’s Board of Directors, the Compensation Committee thereof (or any officer of the Company to whom enforcement authority has been properly delegated) shall be conclusive and binding on you and need not be uniform with respect to each individual covered by the Clawback Policy.

In addition, you hereby acknowledge and agree that any Compensation you are awarded may be subject to reimbursement, clawback and/or forfeiture pursuant to applicable law, including without limitation pursuant to Section 10D of the Securities Exchange Act of 1934, as amended, under circumstances that are different from those applicable under the Clawback Policy, and you consent to application of any such reimbursement, clawback or forfeiture. You further agree that any amendments to the Clawback Policy, including any amendments to comply with applicable law, will be applicable to you.

Ownership Guidelines Acknowledgement

Effective as of February 1, 2014 you are subject to the Ownership Guidelines. By signing below, you hereby acknowledge and agree that:

•You are subject to and agree to satisfy the Guideline Ownership Level requirements as set forth in the Ownership Guidelines, in accordance with the terms of the Ownership Guidelines;

•until the guideline multiple-of-salary ownership level is attained, you shall retain not less than 50% of net profit realized upon (i) the exercise of any Company stock options; (ii) the payment of any Company performance shares and (iii) the vesting of any Company restricted shares; and

•the Company’s Board of Directors, the Compensation Committee thereof (or any officer of the Company to whom enforcement authority has been properly delegated) shall have discretion to interpret the Ownership Guidelines and your compliance with them, and any determination by the Company’s Board of Directors, the Compensation Committee thereof (or any officer of the Company to whom enforcement authority has been

properly delegated) with respect to the Ownership Guidelines shall be final, conclusive and binding on all interested parties.

The Clawback Policy, Ownership Guidelines and this Acknowledgement will be governed by and construed in accordance with the internal laws of the State of California, without regard to principles of conflict of laws which could cause the application of the law of any other jurisdiction.

If the terms of the Clawback Policy or Ownership Guidelines and this Acknowledgement conflict, the terms of the Policy shall prevail.

By signing below, you agree to the application of the Clawback Policy, the Ownership Guidelines and the other terms of this Acknowledgement.

Acknowledged and agreed as of _________, 2014:

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Executive