iRobot 2015 Annual Report Download - page 66

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PROPOSAL 5
ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
The following proposal, commonly known as a “say on pay” proposal, gives our stockholders the
opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers. This
vote is not intended to address any specific item of compensation or the compensation of any particular officer,
but rather the overall compensation of our named executive officers and our compensation philosophy, policies
and practices, as discussed in this proxy statement. Accordingly, we are asking our stockholders to vote “FOR”
the following resolution at our annual meeting of stockholders:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the
Company’s named executive officers, as disclosed in this proxy statement, including the Compensation
Discussion and Analysis, compensation tables and narrative discussion.”
Before you vote, we recommend that you read the Compensation Discussion and Analysis and Executive
Compensation Summary sections of this proxy statement for additional details on the Company’s executive
compensation programs and philosophy.
This vote is advisory, and therefore not binding on the Company, the compensation and talent committee
or our board of directors. However, our board of directors and our compensation and talent committee value the
opinions of our stockholders and intend to take into account the outcome of the vote when considering future
compensation decisions for our named executive officers.
At our 2011 annual meeting of stockholders, our stockholders voted, on a non-binding, advisory basis, for
the Company to hold future, non-binding advisory votes on the compensation of our named executive officers on
an annual basis. In accordance with the advisory vote by our stockholders, and pursuant to Section 14A of the
Exchange Act, our board of directors holds non-binding, advisory votes on the compensation of our named
executive officers every year.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
58