iRobot 2007 Annual Report Download - page 33

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Tax Fees
Tax Fees consist of fees for professional services rendered for assistance with federal, state, local and
international tax compliance. The audit committee has determined that the provision of these services to us by
PricewaterhouseCoopers LLP is compatible with maintaining their independence.
All Other Fees
All other fees include licenses to technical accounting research software
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS iROBOT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2008.
OTHER MATTERS
The board of directors knows of no other matters to be brought before the annual meeting. If any other
matters are properly brought before the annual meeting, the persons appointed in the accompanying proxy
intend to vote the shares represented thereby in accordance with their best judgment on such matters, under
applicable laws.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to be furnished to all stockholders
entitled to vote at our 2009 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the
Exchange Act by the Securities and Exchange Commission, must be received at the Company’s principal
executive offices not later than December 15, 2008. Stockholders who wish to make a proposal at the 2009
annual meeting — other than one that will be included in the Company’s proxy statement — must notify us
between January 29, 2009 and February 28, 2009. If a stockholder who wishes to present a proposal fails to
notify us by February 28, 2009 and such proposal is brought before the 2009 annual meeting, then under the
Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the
2009 annual meeting will confer discretionary voting authority with respect to the stockholder’s proposal on
the persons selected by management to vote the proxies. If a stockholder makes a timely notification, the
proxies may still exercise discretionary voting authority under circumstances consistent with the Securities and
Exchange Commission’s proxy rules. In order to curtail controversy as to the date on which we received a
proposal, it is suggested that proponents submit their proposals by Certified Mail, Return Receipt Requested,
to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more
than ten percent of a registered class of our equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Such persons are required by regulations of the
Securities and Exchange Commission to furnish us with copies of all such filings. Based solely on our review
of copies of such filings we believe that all such persons complied on a timely basis with all Section 16(a)
filing requirements during the fiscal year ended December 29, 2007, except that Mr. Clear did not timely file a
Form 4 with respect to one transaction, Dr. Chwang did not timely file a Form 4 with respect to three
transactions, and Messrs. Geisser and McNamee each did not timely file a Form 4 with respect to four
transactions.
29
Proxy Statement