Hedge fund Engaged Capital seeks to replace three Rovi directors - Metro US

Hedge fund Engaged Capital seeks to replace three Rovi directors

By Subrat Patnaik

(Reuters) – Engaged Capital LLC has written to Rovi Corp, which sells television guide programs to cable providers, seeking changes to the company’s board.

Engaged Capital, which owns a 0.49 percent stake in Rovi, is seeking to replace three of Rovi’s long-term directors, Andrew Ludwick, James Meyer and James O’Shaughnessy.

“Rovi has recommended its stockholders vote to re-elect the company’s slate of directors,” a Rovi spokesperson said in an e-mail to Reuters on Thursday.

The company believes the “dissident slate” does not offer additional leadership or expertise in areas of strategic importance, the spokesperson said.

The hedge fund said about 70 percent of Rovi’s shareholders had supported the directors at the company’s annual meeting in 2014 as they ran unopposed.

Engaged Capital nominated David Lockwood, Raghavendra Rau and Glenn Welling for election to the board at the next annual meeting, scheduled for May 13.

“We believe the incumbent board displays all the hallmarks of a broken and unaccountable governance structure,” the hedge fund said.

Rovi said in March that it was “open to constructive input” from its stockholders and respected their right to nominate directors. (http://bit.ly/1FZjSuc)

Later that month, the company appointed Steven Lucas as an independent director. (http://bit.ly/1FZm8BH)

Reuters reported in March that Rovi had hired investment bank Credit Suisse to help defend itself against Engaged Capital.

Rovi’s shares were down 2.5 percent at $18.11 on the Nasdaq.

(Editing by Simon Jennings)

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