iRobot 2011 Annual Report Download - page 17

Generally, the nominating and corporate governance committee identifies candidates for director nominee in
consultation with management, through the use of search firms or other advisors, through the recommendations
submitted by stockholders or through such other methods as the nominating and corporate governance committee
deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate
governance committee confirms that the candidates meet all of the minimum qualifications for director nominees
established by the nominating and corporate governance committee. The nominating and corporate governance
committee may gather information about the candidates through interviews, detailed questionnaires,
comprehensive background checks or any other means that the nominating and corporate governance committee
deems to be helpful in the evaluation process. The nominating and corporate governance committee then meets
as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and
taking into account the overall composition and needs of the board of directors. Based on the results of the
evaluation process, the nominating and corporate governance committee recommends candidates for the board of
directors’ approval as director nominees for election to the board of directors. The nominating and corporate
governance committee also recommends candidates to the board of directors for appointment to the committees
of the board of directors.
Procedures for Recommendation of Director Nominees by Stockholders
The nominating and corporate governance committee will consider director nominee candidates who are
recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and
corporate governance committee for director nominee candidates, shall follow the following procedures:
The nominating and corporate governance committee must receive any such recommendation for
nomination not later than the close of business on the 120th day nor earlier than the close of business on the
150th day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection
with the preceding year’s annual meeting.
All recommendations for nomination must be in writing and include the following:
• Name and address of the stockholder making the recommendation, as they appear on our books and
records, and of such record holder’s beneficial owner;
• Number of shares of our capital stock that are owned beneficially and held of record by such
stockholder and such beneficial owner;
• Name, age, business and residential address, educational background, current principal occupation or
employment, and principal occupation or employment for the preceding five full fiscal years of the
individual recommended for consideration as a director nominee;
• All other information relating to the recommended candidate that would be required to be disclosed in
solicitations of proxies for the election of directors or is otherwise required, in each case pursuant to
Regulation 14A under the Exchange Act, including the recommended candidate’s written consent to
being named in the proxy statement as a nominee and to serving as a director if approved by the board
of directors and elected; and
• A written statement from the stockholder making the recommendation stating why such recommended
candidate meets our criteria and would be able to fulfill the duties of a director.
Nominations must be sent to the attention of our secretary by U.S. mail (including courier or expedited
delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Secretary of iRobot Corporation
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