iRobot 2015 Annual Report Download - page 17

Proxy Statement
independent director; (iv) the Company would immediately add to the Board a new director who is a chief
executive officer of a software company and this director would also be up for election at the 2016 annual
meeting; and (v) Red Mountain would agree to customary standstill protections which would expire 30 days prior
to the director nomination deadline for the Company’s 2017 annual meeting. After a discussion of these
settlement terms, the potential outcomes of the proxy contest for the 2016 annual meeting and Red Mountain’s
investment philosophy regarding the Company, Mr. Mesdag indicated that he would consider the settlement
proposal and provide Ms. Ellinger with a response on the following day.
On March 10, 2016, Mr. Mesdag contacted Ms. Ellinger and rejected the Company’s settlement proposal.
Instead, Mr. Mesdag indicated that Red Mountain would settle only if he personally, as well as Mr. Peiros, were
added to our Board. Mr. Mesdag indicated that if the Company agreed to this proposal, Red Mountain would also
agree: (i) to a three year limit on Mr. Mesdag’s Board membership, during which three-year term, Mr. Mesdag
would be required to maintain at least 5% ownership of the Company’s common stock, and (ii) Red Mountain’s
standstill would be in effect as long as Mr. Mesdag was on the Board. After a discussion of the terms of this
settlement proposal, Ms. Ellinger agreed to take this settlement proposal to our Board, while also reiterating the
Board’s previous position that the best way to reach a settlement would be for Mr. Mesdag to remove his own
name from consideration and suggest alternative candidates in his place.
On March 13, 2016, after considered deliberation, our Board voted unanimously to reject Red Mountain’s
proposal and not to add Mr. Mesdag to our Board. After careful consideration, the Nominating Committee
concluded that Michael Bell’s experience as a chief executive officer of a public technology company and his
expertise in the Internet of Things, and consumer products and services provided the skill set sought by the
Nominating Committee and the Board. Our Board then: (i) added Mr. Bell to the Board immediately; (ii)
determined that Mr. Bell and Mr. Ali would be the Board’s two nominees for election at the 2016 annual
meeting; and (iii) named Ms. Ellinger as lead independent director.
Following the Board deliberation, on the same day, Ms. Ellinger called Mr. Mesdag to inform him that the
Board had unanimously voted not to accept his settlement offer. She reiterated the Board’s willingness to consider a
settlement that included adding Mr. Peiros to the Board. Ms. Ellinger again emphasized the importance of the
Company’s skills-based approach to board composition pursuant to which the Board sought to add directors who
broaden the skill set of our existing directors and strengthen the ability of our Board to offer practical business advice
and strategic guidance to management and fulfill its fiduciary duties to stockholders. In that regard, Ms. Ellinger
reiterated the importance of software experience for our next Board member. She also indicated to Mr. Mesdag that the
Board believed that he did not possess the skills they were looking for, in particular, that Mr. Mesdag has no known
operating experience in software development, data analytics, Internet of Things or international technology sourcing.
On March 14, 2016, the Company issued a press release announcing (i) the appointment of Mr. Bell to the
board, (ii) the coming retirement of George McNamee, (iii) the election of Ms. Ellinger as lead independent
director, (iv) the Board’s determination to seek stockholder approval at the 2016 annual meeting to (X) amend to
our certificate of incorporation to declassify the Board, and (Y) amend our governing documents to eliminate
supermajority voting requirements relating to the removal of directors and amendments to our certificate of
incorporation and by-laws, and (v) the Board’s approval of an amendment to the Company’s by-laws to provide
proxy access for eligible stockholders of the Company.
On March 18, 2016, Red Mountain filed with the SEC a preliminary proxy statement with respect to its
nominees.
On March 18, 2016, the Company filed with the SEC a preliminary proxy statement with respect to the
Company’s 2016 annual meeting.
On March 23, 2016, the Company filed with the SEC amendment number 1 to its preliminary proxy statement.
On March 24, 2016, Red Mountain filed with the SEC amendment number 1 to its preliminary proxy
statement.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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