iRobot 2015 Annual Report Download - page 29

Proxy Statement
Process for Identifying and Evaluating Director Nominees
The board of directors delegates the initial selection and nomination process to the nominating and
corporate governance committee, with the expectation that other members of the board of directors, and of
management, will be requested to take part in the process as appropriate.
Generally, the nominating and corporate governance committee identifies candidates for director nominee
in consultation with management, through the use of search firms or other advisors, through the
recommendations submitted by stockholders or through such other methods as the nominating and corporate
governance committee deems to be helpful to identify candidates. Once candidates have been identified, the
nominating and corporate governance committee confirms that the candidates meet all of the minimum
qualifications for director nominees established by the nominating and corporate governance committee. The
nominating and corporate governance committee may gather information about the candidates through
interviews, detailed questionnaires, comprehensive background checks or any other means that the nominating
and corporate governance committee deems to be helpful in the evaluation process. The nominating and
corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each
candidate, both on an individual basis and taking into account the overall composition and needs of the board of
directors. Based on the results of the evaluation process, the nominating and corporate governance committee
recommends candidates for the board of directors’ approval as director nominees for election to the board of
directors. The nominating and corporate governance committee also recommends candidates to the board of
directors for appointment to the committees of the board of directors. Once appropriate candidates have been
identified, the entire board of directors votes on the candidates, as the selection of board nominees is a
responsibility of the entire board of directors.
Procedures for Recommendation of Director Nominees by Stockholders
The nominating and corporate governance committee will consider director nominee candidates who are
recommended by our stockholders. Stockholders, in submitting recommendations to the nominating and
corporate governance committee for director nominee candidates, shall follow the following procedures:
The nominating and corporate governance committee must receive any such recommendation for
nomination not earlier than the close of business on the 120th day prior to the first anniversary of the date of the
proxy statement delivered to stockholders in connection with the preceding year’s annual meeting.
All recommendations for nomination must be in writing and include the following:
• Name and address of the stockholder making the recommendation;
• A representation that the stockholder is a record holder of the Company’s securities, or if the
stockholder is not a record holder, evidence of ownership;
• Name, age, business and residential address, educational background, current principal occupation or
employment, and principal occupation or employment for the preceding five full fiscal years of the
individual recommended for consideration as a director nominee;
• A description of the qualifications and background of the proposed director nominee which addresses
the minimum qualifications, actual or potential conflicts of interest, and other criteria for board
membership approved by the board of directors from time to time and set forth in the Company’s
Policy Governing Director Qualifications and Nominations;
• A description of all arrangements or understandings between the stockholder and the proposed
director nominee;
• The consent of the proposed director nominee (i) to be named in the proxy statement for the annual
meeting and (ii) to serve as a director if elected at such annual meeting; and
• Any other information regarding the proposed director nominee that is required to be included in the
proxy statement.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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