iRobot 2009 Annual Report Download - page 33

Proxy Statement
All Other Fees
All other fees include licenses to technical accounting research software.
The audit committee has determined that the provision of services described above to us by
PricewaterhouseCoopers LLP is compatible with maintaining their independence.
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 2010.
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 2011 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 13, 2010. Stockholders who wish to make a proposal at the 2011
annual meeting — other than one that will be included in the Company’s proxy statement — must notify us
between January 27, 2011 and February 26, 2011. If a stockholder who wishes to present a proposal fails to
notify us by February 26, 2011 and such proposal is brought before the 2011 annual meeting, then under the
Securities and Exchange Commission’s proxy rules, the proxies solicited by management with respect to the
2011 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 January 2, 2010, except that Mr. Dyer did not timely file a
Form 4 with respect to one transaction.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by us and, in addition to soliciting stockholders by mail
through its regular employees, we may request banks, brokers and other custodians, nominees and fiduciaries
to solicit their customers who have our stock registered in the names of a nominee and, if so, will reimburse
such banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by our officers and employees may also be made of some stockholders in person or by mail,
telephone, e-mail or telegraph following the original solicitation. We may also retain an independent proxy
solicitation firm to assist in the solicitation of proxies.
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