iRobot 2010 Annual Report Download - page 6

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named executive officers, the frequency that receives the highest number of affirmative votes of the shares
present or represented and entitled to vote at the annual meeting shall be deemed approved. Abstentions are
included in the number of shares present or represented and voting on each matter. Broker “non-votes” are not
considered voted for the particular matter and have the effect of reducing the number of affirmative votes
required to achieve a majority for such matter by reducing the total number of shares from which the majority
is calculated.
The person named as attorney-in-fact in the proxies, Glen D. Weinstein, was selected by the board of
directors and is an officer of the Company. All properly executed proxies returned in time to be counted at the
annual meeting will be voted by such person at the annual meeting. Where a choice has been specified on the
proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance
with the specifications. If no such specifications are indicated, such proxies will be voted FOR election of the
director nominees, FOR approval of our Senior Executive Incentive Compensation Plan, as amended and
restated, FOR ratification of the appointment of our independent registered public accountants, FOR the
approval, on an advisory basis, of the compensation of our named executive officers and FOR the holding of
future advisory votes on the compensation of our named executive officers on a triennial basis.
Aside from the election of directors, the approval of our Senior Executive Incentive Compensation Plan,
as amended and restated, the ratification of the appointment of the independent registered public accountants,
the advisory vote on the compensation of our named executive officers and the advisory vote on the frequency
of holding of future advisory votes on the compensation of our named executive officers, the board of directors
knows of no other matters to be presented at the annual meeting. If any other matter should be presented at
the annual meeting upon which a vote properly may be taken, shares represented by all proxies received by
the board of directors will be voted with respect thereto in accordance with the judgment of the person named
as attorney-in-fact in the proxies.
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