iRobot 2015 Annual Report Download - page 65

Proxy Statement
PROPOSAL 4
APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS
At our 2015 annual meeting of stockholders, our stockholders voted to request that our board of directors
take the steps necessary to reorganize the board of directors into one class with each director subject to election
each year. As part of the request, our stockholders proposed that the Company would have the option to phase
such declassification in over three years.
On March 18, 2016, our board of directors, after carefully considering the advantages and disadvantage of
reorganizing the board of directors into one class with each director subject to election each year, unanimously
adopted a resolution approving and declaring the advisability of amendments to our Existing Certificate that
would declassify our board of directors and instead provide for the annual election of our directors, subject to
obtaining approval of such amendments by our stockholders at the 2016 annual meeting.
Article VI, Section 3 of our Existing Certificate currently provides that our directors are divided into three
classes, with each class serving a three-year term. Under the proposed amendments to our Existing Certificate in
this Proposal 4, Article VI, Section 3 of the Existing Certificate would be amended to phase out the classified
board structure. If the proposed amendments are approved, commencing with the class of directors standing for
election at the 2017 annual meeting of stockholders, directors will stand for election for one-year terms expiring
at the next succeeding annual meeting of stockholders. The directors who were elected at the 2015 annual
meeting of stockholders, whose terms will expire in 2018, and the directors who are elected at the 2016 annual
meeting of stockholders, whose terms will expire in 2019, will hold office until the end of their current terms and
thereafter would be eligible for reelection for one-year terms. As a result, the board of directors will be fully
declassified upon the 2019 annual meeting of stockholders. In all cases, each director will hold office until his or
her successor is duly elected and qualified or until his or her earlier resignation or removal. Any director
appointed to the board of directors to fill a vacancy following the 2017 annual meeting of stockholders will hold
office for a term expiring at the next annual meeting of stockholders following such appointment. Corresponding
changes related to the declassification of the board would be made to Article VI, Section 4 of the Existing
Certificate pertaining to vacancies on the board of directors. Article VI, Section 5 of the Existing Certificate,
which currently provides that directors may be removed by stockholders only for cause, would also be amended
to allow for removal of directors without cause. If the stockholders do not approve this Proposal 4, our board of
directors will remain classified and our directors will continue to be subject to the classifications set forth in our
Existing Certificate.
This description of the proposed amendments to our Existing Certificate is a summary and is qualified by
the full text of the proposed amendments to our Existing Certificate, which is attached to this proxy statement as
Annex B and is marked to show the changes described above.
To be approved, the proposed amendments to our Existing Certificate require an affirmative vote of
holders of 75% of the outstanding shares entitled to vote on the record date. If approved, the proposed
amendments to our Existing Certificate will become effective upon the filing of an amended and restated
certificate of corporation with the Secretary of State of the State of Delaware, which we would do promptly after
the annual meeting.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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