iRobot 2015 Annual Report Download - page 31

Proxy Statement
Board of Directors Evaluation Program
The board of directors performs annual self-evaluations of its composition and performance, including
evaluations of its standing committees and individual evaluations for each director. In addition, each of the
standing committees of the board of directors conducts its own self-evaluation, which is reported to the board of
directors. The board of directors retains the authority to engage its own advisors and consultants.
For more corporate governance information, you are invited to access the Corporate Governance section of
our website available at http://www.irobot.com.
The following summarizes key information about the board of directors:
Board and Governance Information*
8 Size of Board
7 Number of Independent Directors
59 Average Age of Directors
12 Board Meetings Held in Fiscal 2015
6 Average Tenure of Independent Directors (in years)
43% Independent Directors Added in the Last Three Years
✓Annual Election of Directors**
✓Proxy Access
✓Majority Voting for Directors
✓No Supermajority Voting Requirements***
✓Lead Independent Director
✓Independent Directors Meet Without Management Present
✓Director Stock Ownership Guidelines
✓Code of Business Conduct and Ethics for Directors, Officers and Employees
✓Director Self-Evaluation Program
* All board of directors data excludes George McNamee, who will retire following the 2016 annual meeting.
** The Company is seeking stockholder approval at the 2016 annual meeting to declassify its Board of
Directors.
*** The Company is seeking stockholder approval at the 2016 annual meeting to eliminate supermajority
voting requirements in its governing documents relating to removal of directors and amendments to the
Company’s certificate of incorporation and bylaws.
Code of Ethics
We have adopted a “code of ethics,” as defined by regulations promulgated under the Securities Act of
1933, as amended, and the Exchange Act, that applies to all of our directors and employees worldwide, including
our principal executive officer, principal financial officer, principal accounting officer and controller, or persons
performing similar functions. A current copy of the Code of Business Conduct and Ethics is available at the
Corporate Governance section of our website at http://www.irobot.com. A copy of the Code of Business Conduct
and Ethics may also be obtained, free of charge, from us upon a request directed to: iRobot Corporation,
8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Investor Relations. We intend to disclose any
amendment to or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions, by posting such information on its website available at http://www.irobot.com and/or in our
public filings with the SEC.
For more corporate governance information, you are invited to access the Corporate Governance section of
our website available at http://www.irobot.com.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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