iRobot 2008 Annual Report Download - page 3

Download and view the complete annual report

Please find page 3 of the 2008 iRobot annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 145

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145

iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 28, 2009
April 13, 2009
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”), for use at the annual meeting of stockholders
to 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, and any adjournments or postponements thereof. An annual
report to stockholders, containing financial statements for the fiscal year ended December 27, 2008, 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 21,
2009.
The purposes of the annual meeting are to elect three class I directors for three-year terms, to ratify the
appointment of the Company’s independent registered public accountants, and to approve an amendment to the
2005 Stock Option and Incentive Plan (the “2005 Plan”) and a stock option exchange program for eligible
employees, excluding, among others, our executive officers. Only stockholders of record at the close of business
on April 9, 2009 will be entitled to receive notice of and to vote at the annual meeting. As of March 27, 2009,
24,941,889 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.
For Proposal 1, the election of class I directors, the nominees receiving the highest number of affirmative
votes of the shares present or represented and entitled to vote at the annual meeting shall be elected as
directors. For Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accountants for the current fiscal year, and for Proposal 3, the
approval of an amendment to the 2005 Plan and a stock option exchange program for eligible employees,
excluding, among others, our executive officers, 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 voting on each matter. 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.
Proxy Statement