iRobot 2014 Annual Report Download - page 8
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2
The persons named as attorneys-in-fact in the proxies, Glen D. Weinstein and Alison Dean, were selected by the board of
directors and are officers of the Company. All properly executed proxies returned in time to be counted at the annual meeting
will be voted by such person at the annual meeting. Where a choice has been specified on the proxy with respect to the
foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If no such
specifications are indicated, such proxies will be voted FOR election of the director nominees, FOR ratification of the
appointment of our independent registered public accountants, FOR the approval of the 2015 Plan, FOR the approval of the
Restated Certificate, FOR the approval on an advisory basis, of the compensation of our named executive officers, and
AGAINST the stockholder proposal entitled “Elect Each Director Annually”.
Aside from the election of directors, the ratification of the appointment of the independent registered public accountants,
the approval of the 2015 Plan, the approval of the Restated Certificate, the advisory vote on the compensation of our named
executive officers and the stockholder proposal entitled "Elect Each Director Annually," the board of directors knows of no
other matters to be presented at the annual meeting. If any other matter should be presented at the annual meeting upon which a
vote properly may be taken, shares represented by all proxies received by the board of directors will be voted with respect
thereto in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.