iRobot 2014 Annual Report Download - page 26

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20
bonus 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 2014, for example those related to setting base salaries for 2014 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 2013, which were as follows:
For 11,448,782 59.55%
Against 7,646,078 39.77%
Abstain 129,742 0.68%
Based in part upon the meaningful input from our stockholders, the compensation committee solicited feedback from
institutional investors and proxy advisory firms, which resulted in certain changes in short- and long-term compensation.
At the May 2014 annual meeting of stockholders, subsequent to the February 2014 annual determinations of the
compensation committee, the results of the say on pay vote held in May 2014 were as follows:
For 16,284,875 89.12%
Against 1,831,432 10.02%
Abstain 156,710 0.86%
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.