iRobot 2014 Annual Report Download - page 51

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45
PROPOSAL 4
APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
ADOPT MAJORITY VOTING STANDARDS
At our 2014 annual meeting of stockholders, our stockholders voted to request that our board of directors take the steps
necessary so that each voting requirement in our existing amended and restated certificate of incorporation (the “Current Certificate”)
and by-laws that calls for a greater than a simple majority vote be eliminated and replaced by a majority voting standard.
Our nominating and corporate governance committee and our board of directors have carefully considered the advantages and
disadvantages of adopting majority voting standards and, after taking into consideration the vote of the stockholders at last year’s
annual meeting, have determined that it is appropriate to propose the amendments described below, which are part of the amended and
restated certificate of incorporation now being submitted to a vote of stockholders (the “Restated Certificate”).
Our board of directors has unanimously adopted a resolution approving and declaring the advisability of the Restated Certificate,
which changes the voting provisions in the Existing Certificate as follows:
Removal of Directors; Article VI, Section 5 - Currently, the approval of the holders of 75% or more of the shares of the
Company entitled to vote at an election of directors is required to remove a director from office prior to the expiration of his or her
term with cause. If this proposal is approved, stockholders will have the ability to remove a director from office prior to the expiration
of his or her term with cause and a vote of a majority of the shares of the Company entitled to vote at an election of directors.
By-law Amendments; Article VIII, Section 2 - Currently, the Existing Certificate allows stockholders to amend or repeal our
by-laws if at least 75% of the shares of the Company entitled to vote on such matter vote in favor of the amendment or repeal. If this
proposal is approved, stockholders will have the ability to amend our by-laws with a vote of a majority the shares of the Company
entitled to vote on such matter.
Amendments to Certain Provisions of the Certificate of Incorporation; Article IX - Currently, the approval of at least 75% of
the shares of the Company entitled to vote on such matter is required to amend or repeal Articles V, VI, VII, VIII or IX of the Existing
Certificate, which address, among other things, actions by written consent of stockholders, special meetings of stockholders
requirements and procedures for electing and removing board members and filling vacancies, limitation of liability of directors, by-
law amendments, and amendments of the Existing Certificate. If this proposal is approved, stockholders will have the ability to amend
or repeal these provisions of the Restated Certificate with a vote of the majority of the outstanding shares of the Company entitled to
vote on such amendment or repeal.
In addition, we made a non-material change to the Restated Certificate to delete the initial class designations of our directors,
which were effective only for initial three-year terms, which expired at the annual meetings held in 2006, 2007 and 2008, respectively.
This description of the Restated Certificate is a summary and is qualified by the full text of the Restated Certificate, which is
attached to this Proxy Statement as Annex B. The attached Restated Certificate is marked to show the changes described above.
To be approved, the Restated Certificate requires an affirmative vote of holders of 75% of the outstanding shares entitled to vote
on the record date. If approved, the Restated Certificate will become effective upon being filed with the Secretary of State of the State
of Delaware, which we would do promptly after the annual meeting.
If this proposal is approved by the stockholders, conforming amendments requiring the vote of a majority of the outstanding
shares will be made to our bylaws.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR MAJORITY VOTING STANDARDS.
Proxy Statement