On Sunday night seismographs picked up the coast-to-coast screams of Sopranos fans, convinced their TiVo machines had whacked the finale’s last moments. See, we TiVo users expect sudden blackouts near the end of our favorite shows; the cute little TiVo guy loves to hit “stop” when the clock says the program is over, even if it’s not. This time, however, a rewind proved we’d been victimized not by TiVo Man but by a callous human named David Chase.
When it comes to revealing compensation arrangements, TiVo Inc. (TIVO) isn’t so focused on the clock. Back in March, the company sweetened its agreements with President and CEO Thomas S. Rogers, but it didn't file the documents until yesterday’s 10-Q. (TiVo's first quarter ended on April 30; the company employs an unwieldy January 31 fiscal year to match its unwieldy remote control.)
The company revised two separate contracts with Mr. Rogers – his employment contract and his change in control agreement. It did file an 8-K on March 28 to tell us about a new tax gross-up added to the change of control package in case the IRS calls it a “golden parachute.” The SEC rules said TiVo didn’t have to file the full change of control contract right away, so in the 8-K they just promised to staple it to their 10-K later on. But when the 10-K appeared in mid-April, the contract didn’t.
As for the employment agreement, there was no 8-K filing so we're guessing TiVo decided those changes weren't material. The first mention was in the proxy filed at the end of May.
Until someone pays us to do so, we refuse to play lawyer and sweat over the SEC rulebook until the wee hours, but it looks everything TiVo did here was technically OK. Yes, they were allowed to chop this information into bits and dole it out over several months. As we’ve noted before, the SEC thought we were getting Too Much Information about compensation changes, so last fall they fooled around with the 8-K rules to give us Frustratingly Delayed and Disjointed Information instead.
Though if Tony Soprano were to visit Proxyland, he’d probably say we’re “making a molehill” out of this. And if he said that we’d shut up.
p.s. (For more on TiVo and its kindly treatment of CEO Rogers in light of the company's performance, check out this post by David Phillips at 10Q Detective.)
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