iRobot 2011 Annual Report Download - page 4

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Proxy Statement
iROBOT CORPORATION
8 Crosby Drive
Bedford, Massachusetts 01730
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 22, 2012
April 11, 2012
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 Tuesday, May 22, 2012, 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 December 31, 2011, 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 19, 2012.
The purposes of the annual meeting are to elect four (4) class I directors for three-year terms, to ratify the
appointment of the Company’s independent registered public accountants and to hold an advisory vote on the
compensation of our named executive officers. Only stockholders of record at the close of business on April 5,
2012 will be entitled to receive notice of and to vote at the annual meeting. As of March 31, 2012, 27,374,152
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 advisory vote on the
compensation of our named 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.
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