iRobot 2012 Annual Report Download - page 7

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iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 22, 2013
April 10, 2013
This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of iRobot
Corporation, a Delaware corporation (the “Company”), for use at the annual meeting of stockholders to be held on Wednesday,
May 22, 2013, at 2:00 p.m., local time, at iRobot Corporation headquarters located at 8 Crosby Drive, Bedford, Massachusetts
01730, and any adjournments or postponements thereof. An annual report to stockholders, containing financial statements for
the fiscal year ended December 29, 2012, is being mailed together with this proxy statement to all stockholders entitled to vote
at the annual meeting. This proxy statement and the form of proxy are expected to be first mailed to stockholders on or about
April 18, 2013.
The purposes of the annual meeting are to elect two (2) class II directors for three-year terms, to ratify the appointment of
the Company’s independent registered public accountants, to hold an advisory vote on the compensation of our named
executive officers and to consider a shareholder proposal entitled "Proxy Access for Shareholders." Only stockholders of record
at the close of business on April 4, 2013 will be entitled to receive notice of and to vote at the annual meeting. As of March 30,
2013, 27,996,109 shares of common stock, $.01 par value per share, of the Company were issued and outstanding. The holders
of common stock are entitled to one vote per share on any proposal presented at the annual meeting.
Stockholders may vote in person or by proxy. If you attend the annual meeting, you may vote in person even if you have
previously returned your proxy card. Any proxy given pursuant to this solicitation may be revoked by the person giving it at
any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of the Company, before the taking of the
vote at the annual meeting, a written notice of revocation bearing a later date than the proxy, (ii) duly completing a later-dated
proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the annual
meeting, or (iii) attending the annual meeting and voting in person (although attendance at the annual meeting will not in and of
itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be
delivered to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary, before the taking of the
vote at the annual meeting.
The representation in person or by proxy of at least a majority of the outstanding shares of common stock entitled to vote
at the annual meeting is necessary to constitute a quorum for the transaction of business. Votes withheld from any nominee,
abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence
of a quorum for the annual meeting. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one
proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have
discretionary voting power and has not received instructions from the beneficial owner.
For Proposal 1, the election of class II directors, the nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to vote at the annual meeting shall be elected as directors. For Proposal 2, the
ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants
for the current fiscal year, for Proposal 3, the advisory vote on the compensation of our named executive officers and for
Proposal 4, the shareholder proposal entitled "Proxy Access for Shareholders," an affirmative vote of a majority of the shares
present, in person or represented by proxy, and voting on each such matter is required for approval. Abstentions are included in
the number of shares present or represented and voting on each matter. Broker “non-votes” are not considered voted for the
particular matter and have the effect of reducing the number of affirmative votes required to achieve a majority for such matter
by reducing the total number of shares from which the majority is calculated.
The person named as attorney-in-fact in the proxies, Glen D. Weinstein, was selected by the board of directors and is an
officer of the Company. All properly executed proxies returned in time to be counted at the annual meeting will be voted by
such person at the annual meeting. Where a choice has been specified on the proxy with respect to the foregoing matters, the
shares represented by the proxy will be voted in accordance with the specifications. If no such specifications are indicated, such
proxies will be voted FOR election of the director nominees, FOR ratification of the appointment of our independent registered
public accountants, FOR the approval, on an advisory basis, of the compensation of our named executive officers, and
AGAINST the shareholder proposal entitled "Proxy Access for Shareholders."
Proxy Statement