iRobot 2014 Annual Report Download - page 55

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49
OTHER MATTERS
The board of directors knows of no other matters to be brought before the annual meeting. If any other matters are properly
brought before the annual meeting, the persons appointed in the accompanying proxy intend to vote the shares represented thereby in
accordance with their best judgment on such matters, under applicable laws.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to be furnished to all stockholders entitled to vote at our
2016 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the Exchange Act by the Securities and Exchange
Commission, must be received at the Company’s principal executive offices not later than December 15, 2015. Stockholders who wish
to make a proposal at the 2016 annual meeting - other than one that will be included in the Company’s proxy statement - must notify
us between January 21, 2016 and February 20, 2016. If a stockholder who wishes to present a proposal fails to notify us by
February 20, 2016 and such proposal is brought before the 2016 annual meeting, then under the Securities and Exchange
Commission’s proxy rules, the proxies solicited by management with respect to the 2016 annual meeting will confer discretionary
voting authority with respect to the stockholder’s proposal on the persons selected by management to vote the proxies. If a stockholder
makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the
Securities and Exchange Commission’s proxy rules. In order to curtail controversy as to the date on which we received a proposal, it is
suggested that proponents submit their proposals by Certified Mail, Return Receipt Requested, to iRobot Corporation, 8 Crosby Drive,
Bedford, Massachusetts 01730, Attention: Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange
Commission. Such persons are required by regulations of the Securities and Exchange Commission to furnish us with copies of all
such filings. Based solely on our review of copies of such filings we believe that all such persons complied on a timely basis with all
Section 16(a) filing requirements during the fiscal year ended December 27, 2014, except that Ms. Stacy and Messrs. Sagan and
Weinstein each did not timely file a Form 4 with respect to one transaction.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by us and, in addition to soliciting stockholders by mail through its regular
employees, we may request banks, brokers and other custodians, nominees and fiduciaries to solicit their customers who have our
stock registered in the names of a nominee and, if so, will reimburse such banks, brokers and other custodians, nominees and
fiduciaries for their reasonable out-of-pocket costs. Solicitation by our officers and employees may also be made of some stockholders
in person or by mail, telephone, e-mail or telegraph following the original solicitation. We may also retain an independent proxy
solicitation firm to assist in the solicitation of proxies.
Proxy Statement