iRobot 2014 Annual Report Download - page 7

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iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 20, 2015
April 13, 2015
This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of iRobot
Corporation, a Delaware corporation (the “Company” or "iRobot"), for use at the annual meeting of stockholders to 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, and any adjournments or postponements thereof. An annual report to stockholders, containing financial
statements for the fiscal year ended December 27, 2014, is being mailed together with this proxy statement to all stockholders
entitled to vote at the annual meeting. This proxy statement and the form of proxy are expected to be first mailed to
stockholders on or about April 17, 2015.
The purposes of the annual meeting are to elect three (3) Class I directors for three-year terms, to elect one (1) Class III
director for a two-year term, to ratify the appointment of the Company’s independent registered public accountants, to approve
the iRobot Corporation 2015 Stock Option and Incentive Plan (the “2015 Plan”), to approve amendments to our amended and
restated certificate of incorporation to adopt majority voting standards (the “Restated Certificate”), to hold an advisory vote on
the compensation of our named executive officers, and to consider a stockholder proposal entitled "Elect Each Director
Annually." Only stockholders of record at the close of business on April 9, 2015 will be entitled to receive notice of and to vote
at the annual meeting. As of March 24, 2015, 29,690,899 shares of common stock, $.01 par value per share, of the Company
were issued and outstanding. The holders of common stock are entitled to one vote per share on any proposal presented at the
annual meeting.
Stockholders may vote in person or by proxy. If you attend the annual meeting, you may vote in person even if you have
previously returned your proxy card. Any proxy given pursuant to this solicitation may be revoked by the person giving it at
any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of the Company, before the taking of the
vote at the annual meeting, a written notice of revocation bearing a later date than the proxy, (ii) duly completing a later-dated
proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the annual
meeting, or (iii) attending the annual meeting and voting in person (although attendance at the annual meeting will not in and of
itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be
delivered to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary, before the taking of the
vote at the annual meeting.
The representation in person or by proxy of at least a majority of the outstanding shares of common stock entitled to vote
at the annual meeting is necessary to constitute a quorum for the transaction of business. Votes withheld from any nominee,
abstentions and broker “non-votes” are counted as present or represented for purposes of determining the presence or absence
of a quorum for the annual meeting. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one
proposal but does not vote on another proposal because, with respect to such other proposal, the nominee does not have
discretionary voting power and has not received instructions from the beneficial owner. Broker “non-votes” are not considered
voted for the particular matter and have the effect of reducing the number of affirmative votes required to achieve a majority for
such matter by reducing the total number of shares from which the majority is calculated.
For Proposal 1, the election of three Class I directors and one Class III director, the affirmative vote of holders of a
majority of the votes cast by holders of shares present, in person or represented by proxy, and entitled to vote on the matter is
required for approval. Abstentions and broker non-votes will not be counted as voting with respect to the election of the
directors and, therefore, will not have an effect on the election of the Class I directors or the Class III director.
For Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
registered public accountants for the current fiscal year, Proposal 3, approval of the 2015 Plan, Proposal 5, the advisory vote on
the compensation of our named executive officers, and Proposal 6, the stockholder proposal entitled "Elect Each Director
Annually," an affirmative vote of a majority of the shares present, in person or represented by proxy, and voting on each such
matter is required for approval. Abstentions are included in the number of shares present or represented and entitled to vote on
each such matter.
For Proposal 4, the vote on the Restated Certificate, an affirmative vote of not less than 75% of the outstanding shares
entitled to vote as of the record date is required for approval.
Proxy Statement