iRobot 2010 Annual Report Download - page 10

PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
Our board of directors currently consists of ten members. Our amended and restated certificate of
incorporation divides the board of directors into three classes. One class is elected each year for a term of
three years. The board of directors, upon the recommendation of the nominating and corporate governance
committee, has nominated Gail Deegan, Andrea Geisser and Jacques S. Gansler, Ph.D. and recommended that
each be elected to the board of directors as a class III director, each to hold office until the annual meeting of
stockholders to be held in the year 2014 and until his or her successor has been duly elected and qualified or
until his or her earlier death, resignation or removal. Dr. Gansler and Mr. Geisser are class III directors whose
terms expire at this annual meeting. The board of directors is also composed of (i) three class I directors
(Colin M. Angle, Ronald Chwang, Ph.D., and Paul J. Kern, Gen. U.S. Army (ret.)), whose terms expire upon
the election and qualification of directors at the annual meeting of stockholders to be held in 2012, (ii) four
class II directors (Helen Greiner, George C. McNamee, Peter T. Meekin, and Paul Sagan) whose terms expire
upon the election and qualification of directors at the annual meeting of stockholders to be held in 2013, and
(iii) Rodney A. Brooks, Ph.D., currently a class III director, who has informed us that he will retire upon the
expiration of his term, the date of this annual meeting, and will therefore not stand for re-election.
The board of directors knows of no reason why any of the nominees would be unable or unwilling to
serve, but if any nominee should for any reason be unable or unwilling to serve, the proxies will be voted for
the election of such other person for the office of director as the board of directors may recommend in the
place of such nominee. Unless otherwise instructed, the proxy holders will vote the proxies received by them
for the nominees named below.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” THE NOMINEES LISTED BELOW.
The following table sets forth the nominees to be elected at the annual meeting and continuing directors,
the year each such nominee or director was first elected a director, the positions with us currently held by
each nominee and director, the year each nominee’s or director’s current term will expire and each nominee’s
and director’s current class:
Nominee’s or Director’s Name and
Year First Became a Director Position(s) with the Company
Year Current Term
Will Expire
Current Class
of Director
Nominees for Class III Directors:
Gail Deegan . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A
Andrea Geisser . . . . . . . . . . . . . . . . . . . . . . . . .
2004 Director 2011 III
Jacques S. Gansler, Ph.D. . . . . . . . . . . . . . . . . . .
2003 Director 2011 III
Continuing Directors:
Colin M. Angle . . . . . . . . . . . . . . . . . . . . . . . . .
1992
Chairman of the Board, Chief
Executive Officer and Director 2012 I
Ronald Chwang, Ph.D. . . . . . . . . . . . . . . . . . . . .
1998 Director 2012 I
Paul J. Kern, Gen. U.S. Army (ret.) . . . . . . . . . . .
2006 Director 2012 I
Helen Greiner . . . . . . . . . . . . . . . . . . . . . . . . . .
1994 Director 2013 II
George C. McNamee . . . . . . . . . . . . . . . . . . . . .
1999 Director 2013 II
Peter T. Meekin . . . . . . . . . . . . . . . . . . . . . . . . .
2003 Director 2013 II
Paul Sagan . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2010 Director 2013 II
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