iRobot 2013 Annual Report Download - page 26

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20
payments under the prior year's incentive compensation plan, and target amounts and performance goals for the current year's
incentive compensation plan. In addition, the compensation committee similarly determines equity incentive awards, if any, for
each named executive officer.
Moreover, the compensation committee considers the results of the advisory vote on named executive officer compensation,
or the "say on pay" vote, that is completed each year at our annual meeting of stockholders. For compensation determinations
made by the compensation committee in February 2013, for example those related to setting base salaries and long-term incentive
compensation as discussed herein, the compensation committee reviewed and considered the results of the then-most recent say on
pay vote in May 2012, which were as follows:
For 17,851,593 92.64%
Against 1,371,142 7.11%
Abstain 45,606 0.24%
At the May 2013 annual meeting of stockholders, subsequent to the February 2013 annual determinations of the
compensation committee, a meaningfully smaller majority of our stockholders voted to approve our say on pay proposal. The
results of the say on pay vote held in May 2013 were as follows:
For 11,448,782 59.55%
Against 7,646,078 39.77%
Abstain 129,742 0.68%
As a result, the compensation committee solicited feedback from institutional investors and proxy advisory firms, which
resulted in certain changes in short- and long-term compensation, discussed in more detail below.
As part of ongoing efforts to be responsive to the concerns of our investors regarding our executive compensation programs
and to reward outstanding operational and financial performance, the compensation committee will, in consultation with its
independent compensation consultant, continue to consider changes to our compensation programs as appropriate in response to
input from stockholders and evolving factors such as the business environment and competition for talent.
The compensation committee will continue to consider the outcome of our say on pay votes, regulatory changes and
emerging best practices when making future compensation decisions for our named executive officers.
Our compensation plans are developed, in part, by utilizing publicly available compensation data and subscription
compensation survey data for national and regional companies in the technology, defense, household durables and robotics
industries. We believe that the practices of this group of companies provide us with appropriate compensation benchmarks,
because these companies have similar organizational structures and tend to compete with us to attract executives and other
employees. For benchmarking executive compensation, we typically review the compensation data for companies with revenues,
numbers of employees and market capitalizations similar to our profile.
Compensation Consultant
The compensation committee engaged an independent compensation consultant, Pearl Meyer & Partners, LLC ("PM&P"), to
help evaluate peer companies for cash and long-term incentive compensation purposes, analyze applicable compensation data and
determine appropriate compensation levels and plan design for our executive officers. PM&P also helps review the peer group
annually, provides the compensation committee with up to date information and trends in the marketplace, as well as assists the
compensation committee in understanding the Company's alignment of pay and performance. Neither the compensation committee
nor the Company has retained PM&P for any other purpose.
Compensation Comparisons
Developing a peer group for compensation comparison purposes is not an easy task for our Company. Each year we watch
as industry analysts and proxy advisory firms, who struggle to understand our business, also struggle to find reasonable industry
comparisons for compensation peer group purposes. We do not have any “true” robotic comparator companies that are publicly-
traded, stand-alone, U.S.-based or size-appropriate. We believe our mix of technology and technology/consumer products peer
group firms is appropriate for compensation and performance comparison purposes, but our peer group firms differ substantially
from the peer groups used by proxy advisory firms. These firms tend to compare us to organizations in the Consumer Durables
industry such as home builders, retailers and furniture distributors/manufacturers. These differences in peer group firms used to