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

July 11, 2011

Date of Report (Date of earliest event reported)

Rentrak Corporation

(Exact name of Registrant as specified in its charter)

Oregon	000-15159	93-0780536
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

7700 NE Ambassador Place Portland, Oregon	97220
(Address of Principal Executive Offices)	(Zip Code)

503-284-7581

(Registrant’s telephone number, including area code)

N/A

(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:

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) Effective July 11, 2011, the Board of Directors of Rentrak Corporation (the “Company”) approved an amendment to the Company’s Bylaws to provide that the Board of Directors of the Company shall consist of not less than six (6) and not more than (10) persons, with the specific number to be set by resolution of the Board of Directors. A copy of the amendment to the Company’s Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 11, 2011, the Company issued a press release announcing that Brent Rosenthal has been named to succeed Paul Rosenbaum as Non-Executive Chairman of the Company’s Board of Directors, in connection with Mr. Rosenbaum’s retirement and effective at the Company’s annual meeting of shareholders on August 24, 2011. This information was reported in the current report on Form 8-K filed by the Company on June 30, 2011. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1	Amendment to 1995 Restated Bylaws of Rentrak Corporation, effective July 11, 2011.
99.1	Press Release of Rentrak Corporation dated July 11, 2011.

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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.

Date: July 13, 2011

RENTRAK CORPORATION
By:	/s/ William P. Livek
	Name: William P. Livek
	Title: Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to 1995 Restated Bylaws of Rentrak Corporation, effective July 11, 2011.
99.1	Press Release of Rentrak Corporation dated July 11, 2011.

EX-3.1

Exhibit 3.1

AMENDMENT TO 1995 RESTATED BYLAWS

OF

RENTRAK CORPORATION

ARTICLE 3

BOARD OF DIRECTORS

Section 3.2 Number, Tenure and Qualifications. The Board of Directors shall consist of not less than six (6) and not more than ten (10) persons, the specific number to be set by resolution of the Board of Directors. Each director shall hold office until the next annual meeting of the shareholders and until his or her successor is elected and qualified or until death, resignation or removal.

EX-99.1

Exhibit 99.1

    

CONTACT:

Investors

PondelWilkinson Inc.

Laurie Berman

310-279-5962

lberman@pondel.com

BRENT ROSENTHAL NAMED NON-EXECUTIVE CHAIRMAN OF RENTRAK’S BOARD OF

DIRECTORS; BILL LIVEK NAMED VICE CHAIRMAN

-- Paul Rosenbaum to Retire from Board --

PORTLAND, Ore., July 11, 2011 – Rentrak Corporation (NASDAQ: RENT), a leader in multi-screen media measurement serving the advertising, television and entertainment industries, announced that Brent Rosenthal has been named to succeed Paul Rosenbaum as Non-Executive Chairman of Rentrak’s Board of Directors upon Rosenbaum’s retirement later this year. Rosenthal is currently Rentrak’s Vice Chairman. Bill Livek, Rentrak’s Chief Executive Officer, will become the Board’s new Vice Chairman. These changes take effect at Rentrak’s annual meeting of shareholders on August 24, 2011 and were first announced in the company’s 8-K filing with the Securities and Exchange Commission on June 30, 2011.

Rosenthal, a highly respected member of the investment and business communities, and a partner in affiliates of W.R. Huff Asset Management, has served on Rentrak’s board since 2008. Livek joined Rentrak as Chief Executive Officer in June 2009 from Experian Marketing Services. Rosenbaum served as Chairman and CEO of Rentrak from 2000 to 2009 and as Non-Executive Chairman since 2009.

“Brent has played an important role in securing Rentrak’s position as the leading provider of consumer entertainment behavioral databases across all digital media screens,” said Livek. “Brent and I would like to offer our sincerest gratitude to Paul for his many years of dedicated service to Rentrak. Paul was instrumental in the company’s diversification from a provider of home video products to a trusted partner in media analytics across all forms of entertainment. We wish Paul happiness in the next chapters of his life.”

Brent Rosenthal Named Non-Executive Chairman Of Rentrak’s Board Of Directors;

Bill Livek Named Vice Chairman

July 11, 2011

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About Rentrak Corporation

Rentrak (NASDAQ: RENT) is a global digital media measurement and research company, serving the most recognizable companies in the entertainment industry. With a reach across numerous platforms including box office, multi-screen television, and home video, Rentrak has developed more efficient metrics to be used as database currencies for the evaluation and selling of media. Rentrak is headquartered in Portland, Oregon, with additional U.S. and international offices. For more information on Rentrak, please visit www.rentrak.com.

RENTF

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