iRobot 2014 Annual Report Download - page 18

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12
Procedures for Recommendation of Director Nominees by Stockholders
The nominating and corporate governance committee will consider director nominee candidates who are recommended by our
stockholders. Stockholders, in submitting recommendations to the nominating and corporate governance committee for director
nominee candidates, shall follow the following procedures:
The nominating and corporate governance committee must receive any such recommendation for nomination not later than the
close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date of
the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting.
All recommendations for nomination must be in writing and include the following:
• Name and address of the stockholder making the recommendation, as they appear on our books and records, and of such
record holder’s beneficial owner;
• Number of shares of our capital stock that are owned beneficially and held of record by such stockholder and such
beneficial owner;
• Name, age, business and residential address, educational background, current principal occupation or employment, and
principal occupation or employment for the preceding five full fiscal years of the individual recommended for
consideration as a director nominee;
• All other information relating to the recommended candidate that would be required to be disclosed in solicitations of
proxies for the election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Exchange
Act, including the recommended candidate’s written consent to being named in the proxy statement as a nominee and to
serving as a director if approved by the board of directors and elected; and
• A written statement from the stockholder making the recommendation stating why such recommended candidate meets
our criteria and would be able to fulfill the duties of a director.
Nominations must be sent to the attention of our secretary by U.S. mail (including courier or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Secretary of iRobot Corporation
Our secretary will promptly forward any such nominations to the nominating and corporate governance committee. Once the
nominating and corporate governance committee receives the nomination of a candidate and the candidate has complied with the
minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will
be delivered to the board of directors.
Policy Governing Security Holder Communications with the Board of Directors
The board of directors provides to every security holder the ability to communicate with the board of directors as a whole and
with individual directors on the board of directors through an established process for security holder communications as follows:
For communications directed to the board of directors as a whole, security holders may send such communications to the
attention of the chairman of the board of directors by U.S. mail (including courier or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Chairman of the Board, c/o Secretary
For security holder communications directed to an individual director in his or her capacity as a member of the board of
directors, security holders may send such communications to the attention of the individual director by U.S. mail (including courier or
expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: [Name of the director], c/o Secretary
We will forward any such security holder communication to the chairman of the board, as a representative of the board of
directors, or to the director to whom the communication is addressed, on a periodic basis. We will forward such communications by
certified U.S. mail to an address specified by each director and the chairman of the board for such purposes or by secure electronic
transmission.