iRobot 2011 Annual Report Download - page 9

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PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
Our board of directors currently consists of ten members. Our amended and restated certificate of
incorporation divides the board of directors into three classes. One class is elected each year for a term of three
years. The board of directors, upon the recommendation of the nominating and corporate governance committee,
has nominated Colin M. Angle, Ronald Chwang, Ph.D., Paul J. Kern, Gen. U.S. Army (ret) and Deborah
G. Ellinger and recommended that each be elected to the board of directors as a class I director, each to hold
office until the annual meeting of stockholders to be held in the year 2015 and until his or her successor has been
duly elected and qualified or until his or her earlier death, resignation or removal. Dr. Chwang, Messrs. Angle
and Kern and Ms. Ellinger are class I directors whose terms expire at this annual meeting. The board of directors
is also composed of (i) three class II directors (George C. McNamee, Peter T. Meekin and Paul Sagan), whose
terms expire upon the election and qualification of directors at the annual meeting of stockholders to be held in
2013, and (ii) three class III directors (Gail Deegan, Andrea Geisser and Jacques S. Gansler, Ph.D.) whose terms
expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2014.
The board of directors knows of no reason why any of the nominees would be unable or unwilling to serve,
but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for the
election of such other person for the office of director as the board of directors may recommend in the place of
such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the
nominees named below.
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