iRobot 2012 Annual Report Download - page 44

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38
PROPOSAL 3
ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
The following proposal, commonly known as a say-on-pay proposal, gives our stockholders the opportunity to vote to
approve or not approve, on an advisory basis, the compensation of our named executive officers. This vote is not intended to
address any specific item of compensation or the compensation of any particular officer, but rather the overall compensation of
our named executive officers and our compensation philosophy, policies and practices, as discussed in this proxy statement.
Accordingly, we are asking our stockholders to vote “FOR” the following resolution at our annual meeting of stockholders:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s
named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion.”
This vote is advisory, and therefore not binding on the Company, the compensation committee or our board of directors.
However, our board of directors and our compensation committee value the opinions of our stockholders and intend to take into
account the outcome of the vote when considering future compensation decisions for our named executive officers.
At our 2011 annual meeting of stockholders, our stockholders voted, on a non-binding, advisory basis, for the Company
to hold future, non-binding advisory votes on the compensation of our named executive officers on an annual basis. After
taking into consideration this voting result, our board of directors determined that it intends to hold non-binding, advisory votes
on the compensation of our named executive officers every year.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE APPROVAL OF, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.