iRobot 2012 Annual Report Download - page 48

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OTHER MATTERS
The board of directors knows of no other matters to be brought before the annual meeting. If any other matters are
properly brought before the annual meeting, the persons appointed in the accompanying proxy intend to vote the shares
represented thereby in accordance with their best judgment on such matters, under applicable laws.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to be furnished to all stockholders entitled to vote
at our 2014 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the Exchange Act by the Securities and
Exchange Commission, must be received at the Company’s principal executive offices not later than December 11, 2013.
Stockholders who wish to make a proposal at the 2014 annual meeting — other than one that will be included in the
Company’s proxy statement — must notify us between January 22, 2014 and February 21, 2014. If a stockholder who wishes to
present a proposal fails to notify us by February 21, 2014 and such proposal is brought before the 2014 annual meeting, then
under the Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the 2014
annual meeting will confer discretionary voting authority with respect to the stockholder’s proposal on the persons selected by
management to vote the proxies. If a stockholder makes a timely notification, the proxies may still exercise discretionary voting
authority under circumstances consistent with the Securities and Exchange Commission’s proxy rules. In order to curtail
controversy as to the date on which we received a proposal, it is suggested that proponents submit their proposals by Certified
Mail, Return Receipt Requested, to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent
of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Such persons are required by regulations of the Securities and Exchange Commission to furnish us
with copies of all such filings. Based solely on our review of copies of such filings we believe that all such persons complied
on a timely basis with all Section 16(a) filing requirements during the fiscal year ended December 29, 2012.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by us and, in addition to soliciting stockholders by mail through its
regular employees, we may request banks, brokers and other custodians, nominees and fiduciaries to solicit their customers
who have our stock registered in the names of a nominee and, if so, will reimburse such banks, brokers and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation by our officers and employees may also be made
of some stockholders in person or by mail, telephone, e-mail or telegraph following the original solicitation. We may also retain
an independent proxy solicitation firm to assist in the solicitation of proxies.
HOUSEHOLDING OF PROXY MATERIALS
Our 2012 Annual Report, including audited financial statements for the fiscal year ended December 29, 2012, is being
mailed to you along with this proxy statement. In order to reduce printing and postage costs, Broadridge Financial Solutions
has undertaken an effort to deliver only one Annual Report and one proxy statement to multiple shareholders sharing an
address. This delivery method, called “householding,” is not being used, however, if Broadridge has received contrary
instructions from one or more of the stockholders sharing an address. If your household has received only one Annual Report
and one proxy statement, we will deliver promptly a separate copy of the Annual Report and the proxy statement to any
shareholder who sends a written request to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention:
Secretary, Office of the General Counsel, [phone]. If your household is receiving multiple copies of our Annual Report
or proxy statement and you wish to request delivery of a single copy, you may send a written request to iRobot Corporation, 8
Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary, Office of the General Counsel.