iRobot 2014 Annual Report Download - page 3

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iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
(781) 430-3000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 20, 2015
To the Stockholders of iRobot Corporation:
The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), will be held on
Wednesday, May 20, 2015, at 2:00 p.m., local time, at iRobot Corporation headquarters located at 8 Crosby Drive, Bedford,
Massachusetts 01730, for the following purposes:
1. To elect three (3) Class I directors, nominated by the board of directors, each to serve for a three year term and until
his or her successor has been duly elected and qualified or until his or her earlier resignation or removal and to elect one (1)
Class III director, nominated by the board of directors, to serve for a two-year term and until her successor has been duly
elected and qualified or until her earlier resignation or removal;
2. To ratify the appointment of the accounting firm of PricewaterhouseCoopers LLP as the Company’s independent
registered public accountants for the current fiscal year;
3. To approve the iRobot Corporation 2015 Stock Option and Incentive Plan;
4. To approve amendments to our amended and restated certificate of incorporation to adopt majority voting standards;
5. To hold an advisory vote on the approval of the compensation of our named executive officers;
6. To consider a stockholder proposal entitled "Elect Each Director Annually," which proposal is opposed by the board
of directors, if such proposal is properly introduced at the meeting; and
7. To transact such other business as may properly come before the annual meeting and any adjournments or
postponements thereof.
Proposal 1 relates solely to the election of three (3) Class I directors and one (1) Class III director nominated by the board of
directors and does not include any other matters relating to the election of directors, including without limitation, the election of
directors nominated by any stockholder of the Company.
Only stockholders of record at the close of business on April 9, 2015, are entitled to notice of and to vote at the annual meeting
and at any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting in person. However, to assure your representation at the
annual meeting, we urge you, whether or not you plan to attend the annual meeting, to sign and return the enclosed proxy so that your
shares will be represented at the annual meeting. If you attend the annual meeting, you may vote in person even if you have previously
returned your proxy card. Directions to iRobot Corporation headquarters can be found at the Company’s website, http://
www.irobot.com.
By Order of the Board of Directors,
GLEN D. WEINSTEIN
Executive Vice President,
Chief Legal Officer and Secretary
Bedford, Massachusetts
April 13, 2015
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER
MEETING TO BE HELD ON MAY 20, 2015. THE PROXY STATEMENT AND ANNUAL REPORT TO STOCKHOLDERS
ARE AVAILABLE AT https://materials.proxyvote.com/462726.
Proxy StatementProxy Statement