SCHEDULE 14A INFORMATION

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¨ Soliciting Material Pursuant to Section 240.14a-12

ROVI CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On May 5, 2015, Rovi Corporation (the “Company”) posted a slide presentation entitled “Response to the Glass Lewis Recommendation” on the Company’s website (the “Glass Lewis Recommendation Response”). A copy of the Glass Lewis Recommendation Response is filed herewith as Exhibit 1.

Exhibit 1

Glass Lewis Recommendation Response

May 2015

Response to the Glass

Lewis Recommendation

Confidential

NASDAQ: ROVI

1

Perspective on the Glass Lewis Recommendation

Rovi’s Board of Directors respectfully disagrees with the recommendation made by Glass Lewis & Co. (GL) in

connection with Rovi’s 2015 Annual Meeting of Stockholders, to be held on May 13, 2015

We

believe

the

GL

analysis

is

flawed,

in

large

part

because

we

do

not

believe

it

is

appropriate

to

evaluate a

company

like

Rovi

-

which

has

undergone

broad

repositioning

over

the

past

several

years

-

as

if

it

has

been

operating under ordinary circumstances

Rovi stockholders need to review the facts carefully

because our investors face a fundamental decision with

respect to the Company's strategic direction and the qualifications of our Board of Directors to lead the

Company. That decision requires greater

attention

to

detail

than

GL

has

provided

Adding new directors without any idea of what direction they will take the company is irresponsible

and risky

Rovi’s additional responses to some of the specific findings made by GL are included in the presentation

2

Lack of Strategic Plan

Glass Lewis view

Rovi view

Engaged’s plan recommends a

strategic review and improved

corporate governance and

executive compensation

standards (p.11)

Engaged Capital has not offered a plan for Rovi

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

Engaged Capital has had access to Rovi’s management team for nearly two years –

more than enough time to formulate at least a few ideas or a basic strategic vision for

the Company.  Yet Engaged Capital has not articulated a vision or any meaningful

steps other than generic corporate finance strategies

Engaged Capital has not offered any ideas for how to drive growth, either through

licensing, product delivery or otherwise, nor have they stated what costs they would

be able to remove from the business

3

Quality of Nominees

Glass Lewis View

Rovi’s Board could benefit from

stockholder friendly nominees

(p.11)

We agree that there is value in a slate of stockholder friendly nominees. However,

we strongly believe that any slate of candidates should be compromised of

stockholder friendly QUALIFIED nominees. As part of our search process with the

assistance of a leading executive search firm, we are committed to adding a

stockholder friendly QUALIFIED nominee to augment our Board

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

We have taken nearly a half dozen highly qualified board candidates suggested by

existing stockholders and added them to our search process

We believe potential new directors should add value, as opposed to simply not

doing

harm.

Rovi

is

a

complex

business

at

a

critical

time

in

its

history,

and

the

addition of an unqualified director would in fact be harmful

Glenn

Welling

is

a

hedge

fund

manager

with

no

known

intellectual

property

(IP)

experience

or

demonstrated

operational

ability,

much

less

in

the

technology

field

David Lockwood’s qualifications are inferior and unneeded, as ISS and Glass

Lewis have agreed

Raghavendra Rau and Engaged Capital’s other nominees have clear records of

value destruction at other public companies, as you can see at

http://www.rovicorp.com/content/dam/rovicorp-

ancillary/dm3/corp/proxy_apr15/050415b.pdf

We believe Engaged Capital’s nominees are NOT qualified to serve our

stockholders

4

Strategic Considerations

Glass Lewis View

Rovi’s next-gen growth

products have not generated

return for shareholders

(p.10-11)

Arguments about Rovi’s purported lack of return on investment, including assertions

that

we

continue

to

ask

for

more

time

without

giving

investors

a

good

reason

to provide

that time, ignore the empirical reality that we are delivering new revenue today with a clear

path to significant growth acceleration

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

GL ignores the specific¸

customer-validated traction we are seeing, both in new

product uptake and our increasing ability to deliver multiple classes of product under a

comprehensive platform. GL ignores these points because it undercuts its conclusion

We have pointed to numerous, proven examples of our traction in core product areas and

licensing –

all of which Engaged Capital has ignored as if they simply did not exist. 

Just

some

of

these

examples

include

our

successes

with

Charter,

Dish,

Time

Warner Cable,

and America Movil

In this public contest, there has been a lot of noise from Engaged Capital about our

purported lack of return on investment in the form of revenue, including repeated

assertions that we continue to ask for more time without giving our investors a good

reason to provide that time

These

arguments

–

and

almost

all

of

those

that

address

our

levels

of

spend

in

the context of our

growth –

conveniently ignore the empirical reality that we are delivering new revenue today with

a clear path to significant growth acceleration

5

Glass Lewis view

Rovi view

Strategic Considerations

To the extent that “change”

in Rovi’s strategy is appropriate, Rovi’s Board and

management have discussed Engaged Capital’s ideas with Engaged, thoughtfully

considered them along with suggestions from other stockholders, and taken

action with respect to the changes that we believe are in Rovi’s best interest

Rovi has been unreceptive to

stockholder suggestions on

capital allocation strategy

(p.11)

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

We would never seek to shut-out credible opinions about how we can improve

our

trajectory;

however,

we

will

continue

to

strongly

resist

any

transfer

of

power from those who understand our markets and customers to those who

simply do not

We welcome feedback from all of our stockholders, and have participated in

what

we

believe

has

been

constructive

dialogue

with

Engaged

from

the

onset.

In

fact, we’ve made changes to capital allocation, share buybacks and executive

compensation following suggestions from our stockholders

6

Strategic Considerations (continued)

Glass Lewis View

Rovi's acquisitions and product

investments have yielded “poor

returns”

for stockholders

(p.10)

Some of the failed projects may

be legacy issues from the prior

management

team

–

but

they

are the legacy of this same

board  

(p.10)

GL draws conclusions about Rovi’s performance based on calendar year time

periods that disregard the substantial changes Rovi made to its capital allocation

strategies following the Sonic acquisition. The fact is that Rovi coming out of 2014

was a completely different company than the Rovi that entered 2010, 2011 or 2012

Rovi View

Source:

FactSet.

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

1

High based on closing price as of 01/18/2011.

“2 of the 3”

“failed projects“

GL cites relate to the single Sonic acquisition failure.

Rovi’s Board has acknowledged that Sonic was a mistake and the Board has

dramatically changed the company’s strategy, structure and product approach as

a result

If it is appropriate to evaluate our Board on the basis of the Sonic period, equal weight

must be given to the latter period reflecting the Board’s revised strategy our Board has

implemented

It is common knowledge that acquisitions are difficult and very challenging.  Holding

a Board of Directors to a zero defect policy, and recommending their replacement

based on a single failed transaction, is insanity based on a complete void of

understanding of the real-world risks in acquisitions and the challenges inherent in

them.  The Rovi Board members that Engaged Capital seeks to replace (and that

GL has effectively recommended for the replacement of) are the same directors that

saw the merits of combining Macrovision Corporation and Gemstar TV-Guide

International in 2007.  Rovi’s stock moved from a low of $16.65 at deal close to a

high of $68.85 following that transaction¹

7

Strategic Considerations (continued)

Glass Lewis View

Rovi’s overall revenue and core

revenue growth have lagged

despite substantial investment

(p.10)

Criticizing Rovi’s recent revenue growth disregards key aspects of our business

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

As

many

of

our

stockholders

and

Wall

Street

Analysts

understand,

we

expect

our

Big 4 license renewals to be a significant driver of revenue growth, and they are all

tied to renewal dates later this year and next

Product cycles in our industry are 18-24 months, and even longer when considering

deployment to scale timelines.

–

As a result, it is patently unreasonable to rely upon the simplistic view that “despite

the company’s heavy investments, the product segment has not seen the kind of

ramp-up that shareholders may have expected.”

Engaged Capital’s failure to understand our product cycle’s should be concerning to

stockholders as it demonstrates a lack of understanding of the industry in which we

operate. GL should also be held to a higher standard of that understanding in their

“analysis”

Our product business is an increasingly important part of our connected platform

Our product revenues are an increasingly important piece of our business; with

product revenues increasing to 51% of revenues in Q1’15 from 45% in 2013. This is

clear evidence of our past investments in both IP and products producing results

despite the decline in our analog business revenues from $129 million in 2010 to

$30 million in 2014. Our product investment has supported core revenue that is up

~$100 million since 2010, to offset the decline from our analog business

Both the absolute revenue and share of revenue from our product business has been

increasing, and its strong profitability provides incremental margin to our IP business

The significant synergies that exist between our product and licensing businesses

that we have highlighted before, as well as the continued validation from marquee

customers who utilize both our products and IP, we believe, contradicts GL's

assertion of a "failed" product investment strategy

8

Strategic Considerations (continued)

Glass Lewis View

Rovi’s margins are depressed

due its continued product

investments

(p.10)

We are perplexed by the observation that continued product investment

contributes to “depressed margins”

given our best-in-class EBITDA margins.

Furthermore this argument ignores the nature of our connected platform, where

our product investments ensure the longevity and relevance of our IP portfolio.

Rovi’s

superior

margin

profile

cannot

be

“explained

away”

by

virtue

of

our

IP

business

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

Rovi’s margins are high even compared to pure IP companies, or companies for

whom a vast majority of revenue is comprised by IP

Some

of

the

benchmarking

peers

included

pure

IP

companies,

which

have

an

average

CY2014 EBITDA margin of 40%, lower than Rovi’s 43% margin

Importantly,

Rovi’s

margin

performance

has

exceeded

that

of

these

peers

despite

both

(i) our

transformation

and

the

reinvestment

it

has

required,

and

(ii)

the

existence

of

our

large and growing product business

Synergies among our various businesses that allow us to achieve revenue across

various Rovi properties with the same dollar of spend

Continued reduction in our cost base, including rationalization of non-strategic assets,

aligning

our

resources

more

carefully

against

our

opportunities,

and

revised

executive

compensation practices

Rather, Rovi’s margin outperformance was driven by:

9

Strategic Considerations (continued)

Glass Lewis View

Rov’s operating metrics have

remained flat or contracted and

the business has incurred

significant writedowns 

(p.10)

Our margins have remained consistent throughout a period of transition and investment

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

Rovi’s net income margin, on a non-GAAP basis, changed from 30% in 2012 to 31%

in 2013 and 30% in 2014, all while the Company was investing in strategic growth areas

Companies like Rovi that serve highly fluid end-markets are less likely to exhibit highly

consistent net income from one year to the next than companies in less dynamic sectors

with established, long-term margin expansion structures and more end-market stability may

be expected to have

Companies

that

have

recently

undergone

(or

that

are

in

the

midst

of)

a

transformation on the

scale of Rovi’s are, we believe, very unlikely to demonstrate linear net income performance. 

Transformations are focused on repositioning for the longer-term rather than managing to

immediate-term net income results

Since 2012, and despite the comprehensive rebuilding of the business, our cumulative net

loss before extraordinary items was only $12.3 million or 0.8% of cumulative revenue over

the same period

In 2014

our

Non-GAAP

profit

margin

was

30%,

far

above

those

of

IP

and

DaaS

peers

of 19%

and 2015 proxy peers of 9%

10

Corporate Governance

Glass Lewis View

Rovi View

Rovi adjusted its executive

compensation structure only

after facing proxy contests from

dissidents

(p.11)

Our historical executive compensation plan was designed to attract and retain

talent during a critical time in our business’

transformation. We sought our

stockholders’

input and made fundamental changes to our plan before Engaged

Capital’s campaign

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

Our 2012 and 2013 compensation plans were designed to attract and retain talent

during a period of transition for the Company, and thus our performance based

awards lacked a long-term element

During

2013

and

2014

and

before

Engaged

Capital’s

campaign,

we

sought

input from our stockholders, including Engaged Capital, and made

significant

changes to our executive compensation plan. Now with our strategy set, we have

introduced real long-term elements to our compensation plan

Rovi proactively changed its peer group well before Engaged Capital launched

this proxy fight

Notably, GL supports our current say on pay proposal, citing the positive

changes

Rovi

has

made

in

addressing

concerns

of

stockholders

and

GL

in

recent

years, noting “In our view shareholders should be encouraged by the Company’s

fairly extensive changes to the structure of its compensation program, which have

addressed

many

of

our

concerns

for

the

fiscal

year

in

review

and

for

prior

years.”

11

Total Stockholder Return (TSR)

Glass Lewis View

Rovi has underperformed its

selected peers and indexes for

1-, 3-, 5-year periods and since

the Sonic acquisition through

Mar. 11, 2015

(p.9)

These time periods present a distorted view in this case.  Investors should assess

Rovi’s performance following the implementation of the Company’s strategy shift

Rovi View

Note:

Page numbers under the Glass Lewis View column to refer to the Glass Lewis report published on Rovi Corporations on 4/30/15.

Market data as of 3/11/2015, consistent with GL analysis.

The

calendar

period

do

not

account

for

the

dramatic

and

decisive

changes

Rovi’s

Board and leadership have implemented

Since

these

changes

were

implemented

beginning

in

July

2012,

our

stock

price

and

trading multiple have improved markedly and well in excess of the indices and peer

groups used by GL. Specifically, Rovi’s Total Shareholder Return (TSR) has

outperformed

peers

and

indices

referenced

by

GL

by

an

average

of

68%,

while

Rovi’s

earnings multiple has expanded by nearly 200% more than that of the 2015

proxy peers as well as the IP and DaaS peers. GL ignores those points because they

undercuts its conclusion

Wall

Street

analyst

price

targets,

based

upon

our

articulated

strategy

before

Engaged

Capital

began

its

campaign,

validate

a

belief

in

further

stock

price

appreciation

Rovi’s peer groups include a broad variety of companies that face dramatically

different circumstances from one another and from Rovi

The broad market averages relied on by GL may be valuable in assessing large sets

of data and industries, but they ignore unique characteristics of individual companies

and

can

be

particularly

misleading

for

assessing

the

performance

of

a

company

like

Rovi that has undergone significant changes in a relatively short time period

These factors are especially true in the technology sector, an industry in which

companies and public markets change rapidly and unpredictably, and companies’

financial profiles vary widely

Rovi’s Board has taken responsibility for the Sonic acquisition and readily

acknowledges that the acquisition of Sonic Solutions was not a good deal for Rovi

and the Board has subsequently rebuilt Rovi from the ground up

Peer group and market indices comparisons do not tell the whole story here