iRobot 2014 Annual Report Download - page 52

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46
PROPOSAL 5
ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
The following proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to vote to
approve, on an advisory basis, the compensation of our named executive officers. This vote is not intended to address any specific
item of compensation or the compensation of any particular officer, but rather the overall compensation of our named executive
officers and our compensation philosophy, policies and practices, as discussed in this proxy statement. Accordingly, we are asking our
stockholders to vote “FOR” the following resolution at our annual meeting of stockholders:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named
executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation
tables and narrative discussion.”
Before you vote, we urge you to read the Compensation Discussion and Analysis and Director and Executive Compensation
Summary sections of this Proxy Statement for additional details on the Company’s executive compensation programs and philosophy.
This vote is advisory, and therefore not binding on the Company, the compensation committee or our board of directors.
However, our board of directors and our compensation committee value the opinions of our stockholders and intend to take into
account the outcome of the vote when considering future compensation decisions for our named executive officers.
At our 2011 annual meeting of stockholders, our stockholders voted, on a non-binding, advisory basis, for the Company to hold
future, non-binding advisory votes on the compensation of our named executive officers on an annual basis. After taking into
consideration this voting result, our board of directors determined that it intends to hold non-binding, advisory votes on the
compensation of our named executive officers every year.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL, ON AN
ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS
PROXY STATEMENT.