iRobot 2012 Annual Report Download - page 18

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12
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
Our secretary will promptly forward any such nominations to the nominating and corporate governance committee. Once
the nominating and corporate governance committee receives the nomination of a candidate and the candidate has complied
with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to
such candidate will be delivered to the board of directors.
Policy Governing Security Holder Communications with the Board of Directors
The board of directors provides to every security holder the ability to communicate with the board of directors as a whole
and with individual directors on the board of directors through an established process for security holder communications as
follows:
For communications directed to the board of directors as a whole, security holders may send such communications to the
attention of the chairman of the board of directors by U.S. mail (including courier or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Chairman of the Board, c/o Secretary
For security holder communications directed to an individual director in his or her capacity as a member of the board of
directors, security holders may send such communications to the attention of the individual director by U.S. mail (including
courier or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: [Name of the director], c/o Secretary
We will forward any such security holder communication to the chairman of the board, as a representative of the board of
directors, or to the director to whom the communication is addressed, on a periodic basis. We will forward such
communications by certified U.S. mail to an address specified by each director and the chairman of the board for such purposes
or by secure electronic transmission.