iRobot 2013 Annual Report Download - page 11

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5
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
Our board of directors currently consists of nine 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 and Andrea Geisser 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 2017 and until his or her successor has been duly elected and qualified or until his or her earlier
death, resignation or removal. Ms. Deegan, Mr. Geisser and Dr. Gansler, are Class III directors whose terms expire at this annual
meeting. Dr. Gansler is not standing for reelection to the board of directors. The board of directors is also composed of (i) four Class I
directors (Colin M. Angle, Ronald Chwang, Ph.D., Paul J. Kern, Gen. U.S. Army (ret) and Deborah G. Ellinger) whose terms expire
upon the election and qualification of directors at the annual meeting of stockholders to be held in 2015 and (ii) two Class II directors
(George McNamee and Paul Sagan) whose terms expire upon the election and qualification of directors at the annual meeting of
stockholders to be held in 2016.
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.
Proxy Statement