Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On October 7, 2009, Eric J. Tveter resigned as a member of the board of directors of OpenTV Corp. (the "Company"). Mr. Tveter was considered an independent director, as determined in accordance with the NASDAQ Global Market listing standards and applicable rules and regulations adopted by the Securities and Exchange Commission. He also served as the chairman of the Company's audit committee. The Compensation and Nominating Committee of the Company's board of directors has commenced a search for a new independent director to replace Mr. Tveter on the board of directors and on the audit committee.
As a result of Mr. Tveter's resignation from the Company's board of directors, the Company is not in compliance with NASDAQ Listing Rule 5605(c)(2)(A), which requires listed companies to maintain an audit committee comprised of at least three members, all of whom must be independent. Following Mr. Tveter's resignation from the Company's board of directors, there are two independent directors, each of whom currently serves on the audit committee.
In accordance with Rule 5605(c)(4)(B) of the NASDAQ Listing Rules, the Company has 180 days from October 7, 2009 to regain compliance with the audit committee requirements of the NASDAQ Listing Rules, during which time the Company's Class A ordinary shares will remain listed on the NASDAQ Global Market.
A copy of the letter sent by the Company to the Nasdaq Listing Qualifications Staff announcing its deficiency is attached hereto as Exhibit 99.1.