iRobot 2011 Annual Report Download - page 2

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Proxy Statement
iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
(781) 430-3000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 22, 2012
To the Stockholders of iRobot Corporation:
The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), will
be held on Tuesday, May 22, 2012, at 2:00 p.m., local time, at iRobot Corporation headquarters located at 8
Crosby Drive, Bedford, Massachusetts 01730, for the following purposes:
1. To elect four (4) class I directors, nominated by the Board of Directors, each to serve for a three-year
term and until his or her successor has been duly elected and qualified or until his or her earlier resignation or
removal;
2. To ratify the appointment of the accounting firm of PricewaterhouseCoopers LLP as the Company’s
independent registered public accountants for the current fiscal year;
3. To hold an advisory vote on the approval of the compensation of our named executive officers; and
4. To transact such other business as may properly come before the annual meeting and any adjournments or
postponements thereof.
Proposal 1 relates solely to the election of four (4) class I directors nominated by the board of directors and
does not include any other matters relating to the election of directors, including without limitation, the election
of directors nominated by any stockholder of the Company.
Only stockholders of record at the close of business on April 5, 2012, are entitled to notice of and to vote at
the annual meeting and at any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting in person. However, to assure your
representation at the annual meeting, we urge you, whether or not you plan to attend the annual meeting, to sign
and return the enclosed proxy so that your shares will be represented at the annual meeting. If you attend the
annual meeting, you may vote in person even if you have previously returned your proxy card. Directions to
iRobot Corporation headquarters can be found at the Company’s website, http://www.irobot.com.
By Order of the Board of Directors,
GLEN D. WEINSTEIN
Senior Vice President,
General Counsel and Secretary
Bedford, Massachusetts
April 11, 2012
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 22, 2012. THE PROXY STATEMENT AND
ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT
https://materials.proxyvote.com/462726.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED
STATES.
IN ACCORDANCE WITH OUR SECURITY PROCEDURES, ALL PERSONS ATTENDING
THE ANNUAL MEETING WILL BE REQUIRED TO PRESENT PICTURE IDENTIFICATION.