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Submission of Matters to a Vote of Security

The Annual Meeting of Stockholders of Rovi Corporation (the Company or Rovi) was held on April 27, 2016. Set forth below are the proposals voted upon at the Annual Meeting, along with the final number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Companys stockholders.

Proposal 1-

To elect eight directors to serve until the Companys 2017 annual meeting of stockholders and until their successors have been duly elected and qualified:

Final Voting Results

Nominees

For

Withheld

Thomas Carson

69,625,979

1,213,095

Alan L. Earhart

69,711,346

1,127,728

Eddy W. Hartenstein

65,797,061

5,042,013

N. Steven Lucas

69,711,414

1,127,660

James E. Meyer

69,571,180

1,267,894

Ruthann Quindlen

69,576,897

1,262,177

Raghavendra Rau

69,930,357

908,717

Glenn W. Welling

69,837,233

1,001,841

In addition, there were 6,185,296 broker non-votes on Proposal 1. Based on the final voting results reported for Proposal 1, the following nominees were elected as directors at the Annual Meeting, each to serve until the 2017 Annual Meeting of Stockholders and until his or her successor is elected and qualified: Thomas Carson; Alan L. Earhart; Eddy W. Hartenstein; N. Steven Lucas; James E. Meyer; Ruthann Quindlen, Raghavendra Rau, and Glenn W. Welling.

Proposal 2-

To approve the Companys Amended 2008 Equity Incentive Plan, which includes an increase in the available share reserve under the Companys 2008 Equity Incentive Plan by 6,000,000 shares and certain other changes to the Companys 2008 Equity Incentive Plan as described in Proposal 2 of the Proxy Statement:

Final Voting Results

For

Against

Abstain

60,118,808

10,384,460

335,806

There were 6,185,296 broker non-votes on Proposal 2.

Proposal 3-

To approve the amendment and restatement of the Companys 2008 Employee Stock Purchase Plan to, among other things, increase the share reserve thereunder by 6,500,000 shares, as described in Proposal 3 of the Proxy Statement.

Final Voting Results

For

Against

Abstain

68,451,846

2,351,316

35,912

There were 6,185,296 broker non-votes on Proposal 3.

Proposal 4-

To ratify the selection by the audit committee of the board of directors of Ernst& Young LLP as Rovis independent registered public accounting firm for the fiscal year ending December31, 2016:

Final Voting Results

For

Against

Abstain

76,343,853

660,568

19,949

There were no broker non-votes on Proposal 4.

Proposal 5-

To approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Proxy Statement:

Final Voting Results

For

Against

Abstain

65,014,383

5,471,326

353,365

There were 6,185,296 broker non-votes on Proposal 5.

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.

Rovi Corporation

(Registrant)

By:

/s/ Pamela Sergeeff

Pamela Sergeeff

EVP and General Counsel

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Other recent filings from the company include the following:

Rovi Corporation director just picked up 926 shares - April 5, 2016
Regulation FD - March 31, 2016