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) April 29, 2014

_______________________

TIVO INC.

(Exact name of registrant as specified in its charter)

_______________________

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.

Effective April 29, 2014, TiVo Inc. (the “Company”) adopted its Fiscal Year 2015 Bonus Plan For Executive Officers. The Fiscal Year 2015 Bonus Plan For Executive Officers provides for specified incentive compensation for the Company's executive officers. Under the Fiscal Year 2015 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, 2015, as determined by the Compensation Committee and/or the Board of Directors. A summary of the Fiscal Year 2015 Bonus Plan For Executive Officers is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Effective May 1, 2014, the Compensation Committee approved increases in the base salaries of the Company’s executive officers of 2% of their current base salary each, with the exception of Mr. Thomas Rogers, the Company’s Chief Executive Officer, who did not receive any salary increase and Mr. Naveen Chopra, the Company’s Chief Financial Officer & Senior Vice President Corporate Development and Strategy, whose base salary was increased by $75,000, to $450,000, and the Compensation Committee did not approve any changes in the Company’s executive officers target bonus amounts from the prior year, with the exception of Mr. Chopra’s target bonus amount was increased from 50% to 60% of his base salary and Mr. Matt Zinn, the Company’s Senior Vice President, General Counsel and Corporate Secretary, whose target bonus amount was increased from 50% to 100% of his base salary.

Item 9.01. Financial Statements and Exhibits.

(d)              

Exhibit Number	Description
10.1	Summary of TiVo Inc. Fiscal Year 2015 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: May 1, 2014	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 2015 Bonus Plan For Executive Officers

EX-10.1

EXHIBIT 10.1

SUMMARY OF TIVO INC. FISCAL YEAR 2015

BONUS PLAN FOR EXECUTIVE OFFICERS.

Purpose:

The terms of the TiVo Inc. (the “Company”) Fiscal Year 2015 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 the end of the Company’s fiscal year ending January 31, 2015, as determined by the Compensation Committee of the Board of Directors (the “Compensation Committee”) and/or the Board of Directors (the “Board”). Bonuses under the Plan are payable under and pursuant to the terms of the Company’s Amended & Restated 2008 Equity Incentive Award Plan (the “Incentive Award Plan”).

Determination of Fiscal Year 2015 Bonuses:

Company executive officers will be eligible to receive targeted bonus amounts to be paid in cash under the Plan. No bonuses will be payable under the Plan unless by the end of fiscal year 2015 the Company attains a pre-determined performance target relating to cumulative subscriptions, in which event the Company’s executive officers will become eligible to receive up to two times their target bonus amount under the Plan, subject to the limitation imposed under the Incentive Award Plan. The amount of actual bonuses to be paid in cash assuming attainment of the pre-determined cumulative subscription goal 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 2015 will be 60% of the annual base salary for the Company’s Chief Financial Officer and will be 100% of the annual base salary for the Company’s Chief Executive Officer, General Counsel, Chief Operating Officer, and Executive Vice President of Products and Revenue. Each executive officer will also be eligible for an additional bonus equal to 6% of their annual base salary based upon pre-determined Company-wide engineering upside objectives, subject to the maximum bonus amount described above. In addition to the foregoing, the Company’s Chief Financial Officer will be eligible for additional bonus payments based upon the attainment of strategic milestones established by the Compensation Committee.

For all named executive officers, actual cash bonuses will be determined based upon meeting specified goals with respect to the Company’s financial performance including without limitation a service and technology revenue goal and an Adjusted EBITDA* goal, as well as a subjective measure of management’s overall performance relative to the Company’s fiscal year 2015 strategic priorities as assessed by the Board in its discretion. For all named executive officers, the Company-wide engineering objectives relate to the delivery of current products and projects in development as well as current and future distribution deals.

Other than with respect to the cumulative subscription goal for fiscal year 2015, 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.