iRobot 2014 Annual Report Download - page 11

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5
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
Our board of directors currently consists of nine members. Our amended and restated certificate of incorporation divides the
board of directors into three classes. One class is elected each year for a term of three years. The board of directors, upon the
recommendation of the nominating and corporate governance committee, has nominated Colin M. Angle, Ronald Chwang, Ph.D., and
Deborah G. Ellinger and recommended that each be elected to the board of directors as a Class I director, each to hold office until the
annual meeting of stockholders to be held in the year 2018 or until his or her successor has been duly elected and qualified or until his
or her earlier death, resignation or removal. Mr. Angle, Dr. Chwang and Ms. Ellinger are Class I directors whose terms expire at this
annual meeting. The board of directors, upon the recommendation of the nominating and corporate governance committee, has
nominated Michelle V. Stacy and recommended that she be elected to the board of directors as a Class III director, to hold office until
the annual meeting of stockholders to be held in the year 2017 or until her successor has been duly elected and qualified or until her
earlier death, resignation or removal. Ms. Stacy was appointed by the board of directors as a Class III director in August 2014. The
board of directors is also composed of (i) two Class II directors (George McNamee and Paul Sagan) whose terms expire upon the
election and qualification of directors at the annual meeting of stockholders to be held in 2016 and (ii) two Class III directors (Gail
Deegan and Andrea Geisser) whose terms expire upon the election and qualification of directors at the annual meeting of stockholders
to be held in 2017. General Kern is not standing for reelection to the board of directors.
The board of directors knows of no reason why any of the nominees would be unable or unwilling to serve, but if any nominee
should for any reason be unable or unwilling to serve, the proxies will be voted for the election of such other person for the office of
director as the board of directors may recommend in the place of such nominee. Unless otherwise instructed, the proxy holders will
vote the proxies received by them for the nominees named below.
Proxy Statement