iRobot 2014 Annual Report Download - page 54

Download and view the complete annual report

Please find page 54 of the 2014 iRobot annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 152

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152

48
stockholders considerable influence over the affairs, operations and future planning of the Company and holds the directors
accountable for their actions.
Protecting Shareholder Value. Electing directors to three-year terms enhances the focus of directors on the long-term interests
of stockholders by providing them with a longer term of office. This longer term reduces the potential influence of special and single
interest stockholder groups who might have a short-term agenda to take action that is not in the long-term interests of the Company
and its stockholders. As a result, directors are able to function with greater independence and long-term perspective, which is critical
to the directors making decisions that are in the best interests of the Company and its stockholders. Further, our classified board
structure strengthens the board of directors’ ability to obtain the best results for stockholders in a potential takeover situation by
providing the Company with the opportunity to evaluate the fairness of the takeover proposal and to weigh alternatives with the
objective of maximizing overall stockholder value. The classified board structure ensures that incumbent directors always represent a
majority of the board of directors and are in a position to negotiate with the proponent of the change while protecting the interests of
all stockholders. With a classified board, it is impossible for proponents of a hostile takeover to elect an entire new board of directors
or a majority of the board of directors at a single annual meeting of stockholders. This structure reduces the Company’s vulnerability
to hostile and potentially abusive takeover tactics and better positions the board of directors to negotiate effectively on behalf of all of
the Company’s stockholders.
Stockholder approval of this proposal would not in itself declassify the board of directors. To change the classified structure of
the board of directors, the board of directors would need to authorize an amendment to our amended and restated certificate of
incorporation, after which the stockholders would need to approve the amendment.
After careful consideration, we have determined that continuation of our classified board structure is appropriate and in the best
long-term interests of the Company and its stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” APPROVAL OF THIS
STOCKHOLDER PROPOSAL and your proxy will be so voted unless you specify otherwise.