iRobot 2007 Annual Report Download - page 13

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Procedures for Recommendation of Director Nominees by Stockholders
The nominating and corporate governance committee will consider director nominee candidates who are
recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and
corporate governance committee for director nominee candidates, shall follow the following procedures:
The nominating and corporate governance committee must receive any such recommendation for
nomination not later than the close of business on the 120th day nor earlier than the close of business on
the 150th day prior to the first anniversary of the date of the proxy statement delivered to stockholders in
connection with the preceding year’s annual meeting.
All recommendations for nomination must be in writing and include the following:
• Name and address of the stockholder making the recommendation, as they appear on our books
and records, and of such record holder’s beneficial owner;
• Number of shares of our capital stock that are owned beneficially and held of record by such
stockholder and such beneficial owner;
• Name, age, business and residential address, educational background, current principal occupation
or employment, and principal occupation or employment for the preceding five full fiscal years of
the individual recommended for consideration as a director nominee;
• All other information relating to the recommended candidate that would be required to be
disclosed in solicitations of proxies for the election of directors or is otherwise required, in each
case pursuant to Regulation 14A under the Exchange Act, including the recommended candidate’s
written consent to being named in the proxy statement as a nominee and to serving as a director if
approved by the board of directors and elected; and
• A written statement from the stockholder making the recommendation stating why such recom-
mended candidate meets our criteria and would be able to fulfill the duties of a director.
Nominations must be sent to the attention of our secretary by U.S. mail (including courier or
expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Secretary of iRobot Corporation
Our secretary will promptly forward any such nominations to the nominating and corporate governance
committee. Once the nominating and corporate governance committee receives the nomination of a candidate
and the candidate has complied with the minimum procedural requirements above, such candidacy will be
evaluated and a recommendation with respect to such candidate will be delivered to the board of directors.
Policy Governing Security Holder Communications with the Board of Directors
The board of directors provides to every security holder the ability to communicate with the board of
directors as a whole and with individual directors on the board of directors through an established process for
security holder communication as follows:
For communications directed to the board of directors as a whole, security holders may send such
communications to the attention of the chairman of the board of directors by U.S. mail (including courier
or expedited delivery service) to:
iRobot Corporation
8 Crosby Drive
Bedford, Massachusetts 01730
Attn: Chairman of the Board of Directors, c/o Secretary
9
Proxy Statement