iRobot 2015 Annual Report Download - page 10

For Proposal 1, our by-laws require that, in an uncontested election, each director be elected by the
affirmative vote of holders of a majority of the votes cast by holders of shares present, in person or represented
by proxy, and entitled to vote on the matter is required for approval. Red Mountain has notified us of its intent to
nominate two individuals for election as directors at the annual meeting. If Red Mountain proceeds with its
alternative nominations, the election of directors would be considered a contested election. In a contested
election, directors are elected by a plurality of the votes cast, meaning that the director nominees receiving the
most votes would be elected. As a result, the two director nominees receiving the most votes at the annual
meeting will be elected. You may not vote your shares cumulatively or for a greater number of persons than the
number of director nominees named in this proxy statement. In the event Red Mountain does not proceed with its
nominations or withdraws its nominees on or prior to the day preceding the date the Company first mails the
proxy materials for the annual meeting to the Company’s stockholders, the election of directors will not be
contested, and directors will be elected by the affirmative vote of holders of a majority of the votes cast by
holders of shares present, in person or represented by proxy, and entitled to vote on the matter.
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 Proposal 5, the advisory vote on the
compensation of our named executive officers, an affirmative vote of holders of a majority of the votes cast by
holders of shares present, in person or represented by proxy, and entitled to vote on each such matter is required
for approval. Abstentions and broker non-votes are not considered votes cast for either proposal and, therefore,
will not have any effect on the outcome of such proposal.
For Proposals 3 and 4, votes on the Certificate Amendments, an affirmative vote of not less than 75% of
the outstanding shares entitled to vote as of the record date is required for approval of each such Proposal.
Abstentions and broker non-votes will have the same effect as if you voted against Proposals 3 and 4.
All properly executed WHITE proxies returned in time to be counted at the annual meeting will be voted
by the named proxies at the annual meeting. Where a choice has been specified on the WHITE proxy with
respect to the foregoing matters, the shares represented by the WHITE proxy will be voted in accordance with
the specifications. If you return a validly executed WHITE proxy card without indicating how your shares
should be voted on a matter and you do not revoke your proxy, such WHITE proxies will be voted FOR election
of the director nominees set forth on the WHITE proxy card, FOR ratification of the appointment of our
independent registered public accountants, FOR each of the Certificate Amendments, and FOR the approval on
an advisory basis, of the compensation of our named executive officers. OUR BOARD OF DIRECTORS
RECOMMENDS THAT YOU DO NOT SIGN OR OTHERWISE VOTE USING ANY GREEN PROXY CARD
SENT TO YOU BY RED MOUNTAIN OR ANY OF ITS AFFILIATES.
If you have any questions or require assistance with voting, please call:
INNISFREE M&A INCORPORATED
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call Toll-Free at [phone]
Banks and Brokers May Call Collect at [phone]
Aside from the election of directors, the ratification of the appointment of the independent registered
public accountants, the approval of the Certificate, Amendments, and the advisory vote on the compensation of
our named executive officers, the board of directors knows of no other matters to be presented at the annual
meeting. If any other matter should be presented at the annual meeting upon which a vote properly may be taken,
shares represented by all WHITE proxy cards received by the board of directors will be voted with respect
thereto at the discretion of the persons named as proxies.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
2