Rovi Corp. has found itself on the defensive amid a proxy fight launched by an activist investor that centers on four board director slots at Rovi, the Santa Clara-based company that specializes in multiscreen video navigation systems and metadata services. 

Engaged Capital, a firm that owns 549,900 shares of Rovi stock that is unhappy with Rovi's performance and strategy, issued a letter to the Rovi board on March 12 arguing that shareholders have gotten a negative return in the seven years since Mavrovision and Gemstar merged in May 2008, stressing that “change is clearly needed.”

According to the letter, Engaged Capital said it initiated conversations nearly six months ago with Rovi chairman Andrew Ludwick “regarding the need for fresh experience in the boardroom,” but believes the board has procrastinated and left it no choice but to formally nominate four candidates at Rovi’s annual meeting on Dec. 29, 2014.

The public letter revealed Engaged Capital's four board candidates: 

-David Lockwood, 55, who has been CEO and president of EnergySolutions Inc. since 2012. He is also a former director of BigBand Networks (now part of Arris), and was once chairman and CEO of Liberate Technologies (an ITV specialist that sold its domestic assets to Comcast and its international components to SeaChange International in 2005), and was CEO and president of Intertrust Technologies.

-Raghavendra Rau, 65, who most recently was CEO of SeaChange (Jay Samit was named his successor in October 2014), and now serves as director of iProf Learning Solutions. Rau has previously served as a director of Aviat Networks and at Microtune. Rau is also late of Motorola.

-Philip A. Vachon, 56, is a founder and a principal owner of IPMG AG, a privately held global intellectual property licensing firm, formed in 2008. He has also served as a director of Unwired Planet, an intellectual property and technology licensing company, since June 2013. He is also the former president of Liberate International, Oracle and was on the board of Hostess Brands from 2007 to 2009.

-Glenn W. Welling, 44, is the founder and chief investment officer of Engaged Capital, which was founded in February 1012. Welling was also principal and managing director at Relational Investors, billed as a $6 billion activist equity fund. Welling is also late of Credit Suisse Group AG, S

“Despite our patience,” Engage Capital wrote, “the Board has never made a single proposal to Engaged regarding Board change or our highly-qualified nominees. Rather, the Board recently indicated that it does not plan to work with Engaged but instead intends to unilaterally select its own candidates for addition to the Board so as to avoid ‘disruption’ in the boardroom.”

Rovi responded with a statement of its own on March 12, noting that it is open to constructive input from all shareholders and that it has been in the process of evaluating “a number of qualified new board candidates” via the help of an independent executive recruiting firm. “We are currently in the final stages of that process.”

Rovi claimed it has kept Engaged Capital apprised of its progress, but said Engaged Capital “refused to cooperate and denied our requests to interview their recommended nominees that fit our search criteria,” and that the firm has tried to undermine the process.

“Based upon their action today, Engaged Capital, which is reported to own only 0.6% of the Company’s shares, is attempting to seize control of the Company without paying stockholders a control premium,” Rovi claimed. 

Rovi has hired Credit Suisse to help it defend against actions being led by Engaged, Reuters reported last week. Reuters also reported in February that Rovi has received interested from private equity firms that have focused on a possible sale of all of Rovi or portions of the company, but said it’s not yet clear if Rovi is currently open to a sale.  

Last month, Rovi posted a fourth quarter loss of $5.9 million (6 cents per share), on revenues of $134.2 million, down 12% from the year-ago period.

Despite the plethora of platforms on which to watch content, multiscreen TV continues to grab more of American viewers’ attention than all the others combined, according to a new report from the Cabletelevision Advertising Bureau.

Taking a comparative look at the attention consumers give to multiscreen TV, Google/YouTube, AOL, MSN, Yahoo and Facebook, the CAB found that ad-supported TV content garners 80% of consumer attention. That’s 80% of 175 hours the average person spends per month watching TV and consuming content (search, social, mobile, e-mail and video) on the four Web portals and Facebook.

Television outpaces YouTube by a wide margin among all adults and among younger adults ages 18-24, the CAB said. In a side-by-side comparison, ad-supported TV garnered 95% of all users’ time vs. YouTube’s 5% while TV took 88% percent of younger adults’ time vs. YouTube’s 12%.

The CAB combined a number of industry-standard metrics, including Nielsen ratings and comScore data from Q4 2014, to create the report, “Get Real: Video Advertising 2015.”

Television websites either lead or occupy multiple spots in the “top 5” across the major online content genres: news, sports, food, kids, weather, comedy, gaming, home, music and entertainment. TV content also fuels top-ranked tablet apps in the 11 largest content categories, the CAB said.

To look at performance in terms of impressions, the CAB drilled down to specific shows and networks compared against YouTube. For September of 2014, it found, the 2,367.6 million monthly impressions created by one TV series — in this case, HGTV’s Property Brothers — equaled those of YouTube’s top 10 channels combined, at 2,355.4 million.

“Smart marketers will clarify their definition of Internet video as an extension of a Multiscreen TV buy,” Sean Cunningham, CAB’s CEO, said. “Using video to sell more stuff isn’t about how many places you can technically ‘reach’ people for one to two seconds, and it’s not about how many splintered impressions you can aggregate. It’s about how much time and attention you can amass with audiences committed to the same content.” 

If you’re watching TV, there’s a pretty good chance that you’re also fiddling with a smartphone, tablet or laptop, according to TiVo's latest study on multitasking and social TV.

The report, which surveyed 856 people, found that more than half of the respondents (51%)  reported multitasking every time or almost every time they watch TV, versus just 36% in its first survey on the topic last year.

According to the study, the top TV-time activity is browsing the Internet (74%), reading or sending email (73%), and text messaging (71%). The top device used while watching the TV is the smartphone, followed by laptops/netbooks, tablets, desktop computers, portable game systems and the iPod Touch.

But 47% of their total TV time is spent with their primary attention on the TV show they’re watching, up from 39% last year. The study also found that 27% of their TV time is spent only watching TV (not multitasking), down from 35% in 2013.

"Even given the proliferation of multitasking, viewers remain primarily focused on the television shows they are watching," said TiVo chief research officer Jonathan Steuer, in a statement. "To paraphrase the Bard, the program’s the thing!”

The study also looked at how people spend their time during commercial breaks, with a trip to the loo (85%) on top, followed by getting a drink or snack (78%), talking to people in the house (50%), surfing the Internet (44%), channel surfing (41%), and fast-forwarding using the DVR (38%).

The survey also found that 25% said searching the Internet for informaon about a program is the top activity that increases their enjoyment of TV, while reading episode recaps and reviews were next, at 10%.