iRobot 2015 Annual Report Download - page 5

Proxy Statement
iROBOT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 25, 2016
To the Stockholders of iRobot Corporation:
The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), will
be held on Wednesday, May 25, 2016, at 8:30 a.m., local time, at the Company’s headquarters located at 8
Crosby Drive, Bedford, Massachusetts 01730, for the following purposes:
1. To elect two (2) Class II directors, nominated by the board of directors, each to serve for a three year
term and until his successor has been duly elected and qualified or until his earlier resignation or removal;
2. To ratify the appointment of the accounting firm of PricewaterhouseCoopers LLP as the Company’s
independent registered public accountants for the current fiscal year;
3. To approve amendments to our amended and restated certificate of incorporation to eliminate
supermajority voting requirements;
4. To approve amendments to our amended and restated certificate of incorporation to declassify the
board of directors; and
5. To hold an advisory vote on the approval of the compensation of our named executive officers.
Proposal 1 relates solely to the election of two (2) Class II directors nominated by the board of directors
and does not include any other matters relating to the election of directors, including without limitation, the
election of directors nominated by any stockholder of the Company. Red Mountain Capital Partners LLC and
certain of its affiliates (“Red Mountain”) has notified the Company that Red Mountain intends to nominate two
individuals for election as directors at the annual meeting in opposition to the nominees recommended by your
board of directors. Any candidates nominated by Red Mountain have NOT been endorsed by your board of
directors. YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU DO NOT SIGN ANY GREEN
PROXY CARDS SENT TO YOU BY RED MOUNTAIN OR ANY OF ITS AFFILIATES. IF YOU HAVE
PREVIOUSLY SIGNED A GREEN PROXY CARD SENT TO YOU BY RED MOUNTAIN OR ITS
AFFILIATES, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE
PROXY CARD IN THE ENVELOPE PROVIDED.
Holders of shares as of the close of business on April 5, 2016, the record date for voting at the annual
meeting, are urged to submit a WHITE proxy card, even if your shares were sold after such date.
If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your
shares (i.e., your shares are held in “street-name”), you will receive voting instructions from the holder of record.
You must follow these instructions in order for your shares to be voted. We recommend that you instruct your
broker or other nominee, by following those instructions, to vote your shares for the WHITE proxy card.
All stockholders are cordially invited to attend the annual meeting in person. In accordance with our
security procedures, all persons attending the annual meeting will be required to present a form of government-
issued picture identification. If you hold your shares in “street-name”, you must also provide proof of ownership
(such as recent brokerage statement). If you are a holder of record and attend the annual meeting, you may vote
by ballot in person even if you have previously returned your proxy card. If you hold your shares in “street-
name” and wish to vote in person, you must provide a “legal proxy” from your bank or broker. Directions to the
annual meeting can be found at the Company’s website, http://www.irobot.com.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement