iRobot 2012 Annual Report Download - page 47

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41
experiences of potential nominees, to determine whether these are congruous with the talents and experiences of the other
directors and to assess each candidate's commitment to the long-term best interests of the Company.
The proposal strips the ability of the board of directors to fulfill its duty of identifying and evaluating potential board
members. The proposal is not in the best interests of stockholders because any nominee, regardless of business and personal
background, nominated by a stockholder or a stockholder group meeting the criteria articulated in the proposal would have to
be included in the proxy materials and included on the proxy card. The proposal removes a basic duty of corporate governance
(the identification and evaluation of board members) from the board of directors and would require the inclusion of any
nominee regardless of his or her relationship to the Company, education, personal history, competency and personal attributes.
The proposal could have an adverse impact on board process and the ability to function as a cohesive board of directors.
Proxy access could have a significant negative impact on the effective functioning of the board of directors. Our board is
characterized by frank and open dialogue with management, the primary goal of which is to advance the long-term interests of
our stockholders. Proxy access threatens to create a politicized environment, potentially straining relationships among directors
and between management and the board of directors, particularly if stockholder-nominated directors were focused on pursuing
special interests. The proposal, if approved, could disrupt board harmony and cohesiveness, and result in a less effective board
of directors that includes less independent and qualified individuals. Under the proposal, proxy access nominees would not
have to satisfy the NASDAQ or the Company's independence standards or the Company's minimum qualifications for directors
discussed herein. A nominee who does not satisfy the independence standards would not be eligible to serve on the Company's
audit, governance or compensation committees. This may lead to two (or more) hierarchies of directors, consisting of those
directors who satisfy the board of directors' independence and qualification standards and those nominated by stockholders who
do not meet those standards, resulting in a fragmented and dysfunctional board. Moreover, a director elected by one
stockholder group in one year may face successful opposition from a director nominated by another stockholder group in a
subsequent year, setting up ongoing instability on the board of directors.
The proposal requests the Company to take action but does not provide clear guidelines as to what action to take. The
proposal is confusing because, if approved, it would require the board of directors to amend the Company's amended and
restated bylaws and the Company's other governing documents but it does not include the specific language the proponent is
seeking to include in the governing documents. This failure could leave the board of directors unable to comply with the
proposal, cause the Company undue expense as it attempts to draft revisions to the Company's governing documents that would
implement the proposal, and expose the board of directors to potential costly litigation if it fails to craft language acceptable to
the proponent.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE ADOPTION OF THIS
STOCKHOLDER PROPOSAL and your proxy will be so voted unless you specify otherwise.
Proxy Statement