iRobot 2008 Annual Report Download - page 47

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Program, we estimate a reduction in our overhang of outstanding stock options of approximately
658,034 shares. The actual reduction in our overhang that could result from the Option Exchange Program
could vary significantly and is dependent upon a number of factors, including the actual level of participation
in the Option Exchange Program.
This proposal must receive an affirmative vote of a majority of the shares present, in person or
represented by proxy, and voting on this proposal. Abstentions are included in the number of shares present or
represented and voting on this proposal and will have the same effect as an “against” vote. Broker “non-votes”
are not considered voted for this proposal and will have no effect.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE 2005 STOCK OPTION AND
INCENTIVE PLAN AND A STOCK OPTION EXCHANGE PROGRAM FOR ELIGIBLE EMPLOY-
EES (EXCLUDING, AMONG OTHERS, OUR EXECUTIVE OFFICERS).
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 2010 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 14, 2009. Stockholders who wish to make a proposal at the 2010
annual meeting — other than one that will be included in the Company’s proxy statement — must notify us
between January 28, 2010 and February 27, 2010. If a stockholder who wishes to present a proposal fails to
notify us by February 27, 2010 and such proposal is brought before the 2010 annual meeting, then under the
Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the
2010 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 27, 2008, except that Dr. Chwang did not timely
file a Form 4 with respect to one transaction.
45
Proxy Statement