iRobot 2011 Annual Report Download - page 44

Proxy Statement
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 2013 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 13, 2012. Stockholders who wish to make a proposal at the 2013
annual meeting — other than one that will be included in the Company’s proxy statement — must notify us
between January 25, 2013 and February 24, 2013. If a stockholder who wishes to present a proposal fails to
notify us by February 25, 2013 and such proposal is brought before the 2013 annual meeting, then under the
Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the
2013 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 Exchange
Commission’s proxy rules. In order to curtail controversy as to the date on which we received a proposal, it is
suggested that proponents submit their proposals by Certified Mail, Return Receipt Requested, to iRobot
Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than
ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Such persons are required by regulations of the Securities and
Exchange Commission to furnish us with copies of all such filings. Based solely on our review of copies of such
filings we believe that all such persons complied on a timely basis with all Section 16(a) filing requirements
during the fiscal year ended December 31, 2011, except that Mr. Leahy did not timely file a Form 4 with respect
to two transactions, and Dr. Chwang and Messrs. Dyer, Moses and Weinstein each did not timely file a Form 4
with respect to one transaction.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by us and, in addition to soliciting stockholders by mail
through its regular employees, we may request banks, brokers and other custodians, nominees and fiduciaries to
solicit their customers who have our stock registered in the names of a nominee and, if so, will reimburse such
banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by our officers and employees may also be made of some stockholders in person or by mail,
telephone, e-mail or telegraph following the original solicitation. We may also retain an independent proxy
solicitation firm to assist in the solicitation of proxies.
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