Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, effective June 1, 2020, Xperi Corporation ("Xperi") and
TiVo Corporation ("TiVo") completed the previously announced merger of equals
transaction contemplated by the Agreement and Plan of Merger and Reorganization,
dated as of December 18, 2019, as amended on January 31, 2020, (the "Merger
Agreement"), by and among Xperi, TiVo, Xperi Holding Corporation (f/k/a
XRAY-TWOLF HoldCo Corporation) ("Xperi Holding"), XRAY Merger Sub Corporation
("Xperi Merger Sub") and TWOLF Merger Sub Corporation ("TiVo Merger Sub").
Pursuant to the Merger Agreement, (i) Xperi Merger Sub was merged with and into
Xperi, with Xperi surviving the merger as a subsidiary of Xperi Holding (the
"Xperi Merger") and (ii) TiVo Merger Sub was merged with and into TiVo, with
TiVo surviving the merger as a subsidiary of Xperi Holding (the "TiVo Merger"
and together with the Xperi Merger, the "Mergers"). Upon the consummation of the
Mergers, each of Xperi and TiVo became subsidiaries of Xperi Holding.
As previously disclosed, immediately following the effective time of the TiVo
Merger, all members of the then-current board of directors of TiVo (the "Board")
were replaced by Paul Davis and Pamela Sergeeff.
In connection with the consummation of the TiVo Merger, effective as of 10:00
a.m. Pacific time on June 1, 2020, (i) all members of the then-current Board
were replaced by Jon Kirchner, John Allen and Paul Davis, (ii) David Shull
delivered to TiVo a letter of resignation resigning from the office of Chief
Executive Officer and President, (iii) Wesley Gutierrez delivered to TiVo a
letter of resignation resigning from the office of Chief Financial Officer and
Treasurer and (iv) Pamela Sergeeff delivered to TiVo a letter of resignation
resigning from the office of General Counsel and Secretary. Immediately
thereafter, the then-current Board appointed (a) Jon Kirchner as Chief Executive
Officer and President of TiVo, (b) Robert Andersen as Executive Vice President
and Chief Financial Officer of TiVo, (c) John Allen as Senior Vice President and
Corporate Controller of TiVo and (d) Paul Davis as Senior Vice President,
General Counsel and Corporate Secretary of TiVo.
There are no arrangements or understandings between John Allen and any other
persons pursuant to which he was selected as a director. Additionally, he has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Additional information required by Items 5.02(c), (d) and (e) is included in
(i) the definitive joint proxy statement/prospectus of Xperi and TiVo, dated
April 22, 2020, filed with the Securities and Exchange Commission, (ii) Xperi's
Annual Report on Form 10-K filed with the SEC on February 18, 2020 and
(iii) TiVo's Annual Report on Form 10-K filed with the SEC on February 18, 2020
and is incorporated by reference into this Item 5.02.
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