iRobot 2008 Annual Report Download - page 2

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iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
(781) 430-3000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 28, 2009
To the Stockholders of iRobot Corporation:
The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), will
be held on Thursday, May 28, 2009, at 2:00 p.m., local time, at iRobot Corporation headquarters located at
8 Crosby Drive, Bedford, Massachusetts 01730, for the following purposes:
1. To elect three (3) class I directors, nominated by the Board of Directors, each to serve for a three-year
term and until his successor has been duly elected and qualified or until his earlier resignation or removal;
2. To ratify the appointment of the accounting firm of PricewaterhouseCoopers LLP as the
Company’s independent registered public accountants for the current fiscal year;
3. To approve an amendment to the 2005 Stock Option and Incentive Plan and a stock option
exchange program for eligible iRobot Corporation employees, excluding, among others, our executive
officers, which would enable them to exchange certain out-of-the-money stock options issued under the
Company’s equity plans, for new stock options exercisable for fewer shares of common stock with lower
exercise prices and extended vesting terms, and:
4. To transact such other business as may properly come before the annual meeting and any
adjournments or postponements thereof.
Proposal 1 relates solely to the election of three (3) class I directors nominated by the board of directors
and does not include any other matters relating to the election of directors, including without limitation, the
election of directors nominated by any stockholder of the Company.
Only stockholders of record at the close of business on April 9, 2009, are entitled to notice of and to vote
at the annual meeting and at any adjournment or postponement thereof.
All stockholders are cordially invited to attend the annual meeting in person. However, to assure your
representation at the annual meeting, we urge you, whether or not you plan to attend the annual meeting, to
sign and return the enclosed proxy so that your shares will be represented at the annual meeting. If you attend
the annual meeting, you may vote in person even if you have previously returned your proxy card. Directions
to iRobot Corporation headquarters can be found at the Company’s website, http://www.irobot.com.
By Order of the Board of Directors,
GLEN D. WEINSTEIN
Senior Vice President,
General Counsel and Secretary
Bedford, Massachusetts
April 13, 2009
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2009. THE PROXY STATEMENT AND
ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT http://materials.proxyvote.com/462726
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY
IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR
SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE
UNITED STATES.
IN ACCORDANCE WITH OUR SECURITY PROCEDURES, ALL PERSONS ATTENDING
THE ANNUAL MEETING WILL BE REQUIRED TO PRESENT PICTURE IDENTIFICATION.
Proxy Statement