iRobot 2010 Annual Report Download - page 43

PROPOSAL 5
ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY
VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act requires us to submit a non-binding, advisory resolution, commonly
known as a say-on-frequency proposal, to stockholders at least once every six years to determine whether
advisory votes on executive compensation, such as Proposal 4 of this proxy statement, should be held every
one, two or three years.
After careful consideration, our board of directors has determined that an advisory vote on the
compensation of our named executive officers that occurs every three years, or a triennial vote, is the most
appropriate alternative for the Company, and therefore our board of directors recommends that you vote for a
three-year interval for the say-on-frequency proposal. It should be noted, however, that you are not voting to
approve or disapprove our board of directors’ recommendation on this matter.
Our board of directors believes that a triennial vote complements our goal to create a compensation
program that enhances long-term stockholder value. A frequency of three years encourages long-term pay
practices and discourages short-term thinking. Moreover, a short review cycle will not allow for a meaningful
evaluation of our performance against our compensation practices, as any adjustment in pay practices would
take time to implement and to be reflected in our financial performance and in the price of our common stock.
Lastly, a triennial vote would allow us adequate time to compile meaningful input from stockholders on our
pay practices and respond appropriately, which may be difficult to do on an annual or biennial basis.
This vote is advisory, and therefore not binding on the Company, the compensation committee or our
board of directors. However, our board of directors and our compensation committee value the opinions of our
stockholders and intend to take into account the outcome of the vote when considering the frequency of
holding future advisory votes on the compensation of our named executive officers.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE, ON AN ADVISORY BASIS, FOR A VOTE ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS TO BE HELD EVERY “3 YEARS”.
OTHER MATTERS
The board of directors knows of no other matters to be brought before the annual meeting. If any other
matters are properly brought before the annual meeting, the persons appointed in the accompanying proxy
intend to vote the shares represented thereby in accordance with their best judgment on such matters, under
applicable laws.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to be furnished to all stockholders
entitled to vote at our 2011 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the
Exchange Act by the Securities and Exchange Commission, must be received at the Company’s principal
executive offices not later than December 15, 2011. Stockholders who wish to make a proposal at the 2012
annual meeting — other than one that will be included in the Company’s proxy statement — must notify us
between January 26, 2012 and February 25, 2012. If a stockholder who wishes to present a proposal fails to
notify us by February 25, 2012 and such proposal is brought before the 2012 annual meeting, then under the
Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the
2012 annual meeting will confer discretionary voting authority with respect to the stockholder’s proposal on
the persons selected by management to vote the proxies. If a stockholder makes a timely notification, the
proxies may still exercise discretionary voting authority under circumstances consistent with the Securities and
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Proxy Statement