iRobot 2012 Annual Report Download - page 11

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5
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
Our board of directors currently consists of nine 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 George C. McNamee and Paul
Sagan and recommended that each be elected to the board of directors as a class II director, each to hold office until the annual
meeting of stockholders to be held in the year 2016 and until his successor has been duly elected and qualified or until his
earlier death, resignation or removal. Messrs. McNamee, Meekin and Sagan are class II directors whose terms expire at this
annual meeting. Mr. Meekin is not standing for reelection to the board of directors. The board of directors is also composed of
(i) 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, and (ii) four class I directors (Colin M.
Angle. Ronald Chwang, Ph.D., Paul J. Kern, Gen. U.S. Army (ret) and Deborah G. Ellinger) whose terms expire upon the
election and qualification of directors at the annual meeting of stockholders to be held in 2015.
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.
Proxy Statement