iRobot 2012 Annual Report Download - page 45

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PROPOSAL 4
SHAREHOLDER PROPOSAL ENTITLED “PROXY ACCESS FOR SHAREHOLDERS”
On December 13, 2012, the Company received by electronic mail a letter dated December 4, 2012 containing the following
proposal from Mr. James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, beneficial owner of 100 shares of the
Company's common stock. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy
statement as they were submitted to us:
The Board of Directors of iRobot does not support the adoption of the resolution proposed below and asks shareholders
to consider management’s response, which follows the shareholder proposal.
Shareholder Proposal
Proposal 4 - Proxy Access for Shareholders
WHEREAS, Our company's stock price declined over one and two year periods, being relatively flat over five years. Our
CEO chairs the board. A June 2012 GMI Ratings report found that companies with a separate CEO and chair provide investors
with five-year shareholder returns nearly 28% higher than those with combined roles. Our company has a classified board
elected on a plurality basis. Shareowners cannot call a special meeting or take action by written consent. A supermajority is
required to amend specific bylaws. Our company even has a poison pill not ratified by shareowners. These poor governance
policies make it difficult for shareowners to hold individual board members accountable. It is time we allowed shareowners to
nominate conscientious independent directors who will move our company forward.
RESOLVED, Shareowners ask our board, to the fullest extent permitted by law, to amend our governing documents to allow
shareowners to make board nominations as follows:
1. The Company proxy statement, form of proxy, and voting instruction forms shall include, listed with the board's nominees,
alphabetically by last name, nominees of:
a. Any party of one or more shareowners that has collectively held, continuously for two years, at least one percent but
less than five percent of the Company's securities eligible to vote for the election of directors, and/or
b. Any party of shareowners of whom 50 or more have each held continuously for one year a number of shares of the
Company's stock that, at some point within the preceding 60 days, was worth at least $2,000 and collectively at least
one half of one percent but less than five percent of the Company's securities eligible to vote for the election of
directors.
2. For any board election, no shareowner may be a member of more than one such nominating party. Board members and
officers of the Company may not be members of any such party.
3. Parties nominating under 1(a) may collectively, and parties nominating under 1(b) may collectively, make nominations
numbering up to 24% of the company's board of directors. If either group should exceed its 24% limit, opportunities to
nominate shall be distributed among parties in that group as evenly as possible.
4. If necessary, preference among 1(a) nominators will be shown to those shareowners/groups holding the greatest number of
the Company's shares for at least two years, and preference among 1(b) nominators will be shown to those groups with the
greatest number of shareowners who have each held continuously for one year a number of shares of the Company's stock
that, at some point within the preceding 60 days, was worth at least $2,000.
5. Nominees may include in the proxy statement a 500 word supporting statement.
6. Each proxy statement or special meeting notice to elect board members shall include instructions for nominating under
these provisions, fully explaining all legal requirements for nominators and nominees under federal law, state law and the
Company's governing documents.
Please vote to protect shareholder value:
Proxy Access for Shareholders - Proposal 4
Board Recommendation
Our Board of Directors unanimously recommends a vote "AGAINST" this proposal
Proxy Statement