UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
 
August 20, 2009
 
 
RENTRAK CORPORATION
(Exact name of registrant as specified in charter)
 
Oregon
(State or other jurisdiction of incorporation)
 
0-15159
93-0780536
(Commission File Number)
(IRS Employer Identification No.)

One Airport Center
  
7700 N.E. Ambassador Place
  
Portland, Oregon
97220
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:
 
(503) 284-7581
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

ITEM 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At the 2009 annual meeting of shareholders held on August 20, 2009, the shareholders of Rentrak Corporation (the "Company") approved the Amended and Restated 2005 Stock Incentive Plan (the "Plan").  The description of the Plan included under the heading "Proposal 2 – Approval of Amendment and Restatement of 2005 Stock Incentive Plan" in the Company's Proxy Statement filed with the Securities and Exchange Commission on July 16, 2009, is incorporated herein by reference.  A copy of the Plan is attached to this report as Exhibit 10.1 and incorporated herein by reference.
 
ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)           Exhibits:
 
The following exhibit is filed with this Form 8-K:
 
10.1
Rentrak Corporation Amended and Restated 2005 Stock Incentive Plan.
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 RENTRAK CORPORATION
     
Dated:  August 26, 2009
By:
/s/ Mark L. Thoenes
   
Mark L. Thoenes
   
Executive Vice President and
   
Chief Financial Officer
 
 
- 2 -