iRobot 2015 Annual Report Download - page 69

Proxy Statement
OTHER MATTERS
The board of directors knows of no other matters to be brought before the annual meeting. If any other
matters are properly brought before the annual meeting, the persons appointed in the accompanying proxy intend to
vote the shares represented thereby in accordance with their best judgment on such matters, under applicable laws.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement to be furnished to all stockholders
entitled to vote at our 2017 annual meeting of stockholders, pursuant to Rule 14a-8 promulgated under the
Exchange Act by the Securities and Exchange Commission, must be received at the Company’s principal
executive offices not later than November 29, 2016. Stockholders who meet the applicable eligibility
requirements under the proxy access provision of our by-laws and wish to include nominees for our board of
directors in the Company’s proxy statement for the 2017 annual meeting, or stockholders who wish to make a
proposal at the 2017 annual meeting (other than a proposal made pursuant to Rule 14a-8 or pursuant to the proxy
access provision of our by-laws), must in each case notify us between January 25, 2017 and February 24, 2017. If
a stockholder who wishes to present a proposal fails to notify us by February 24, 2017 and such proposal is
brought before the 2017 annual meeting, then under the Securities and Exchange Commission’s proxy rules, the
proxies solicited by management with respect to the 2017 annual meeting will confer discretionary voting
authority with respect to the stockholder’s proposal on the persons selected by management to vote the proxies. If
a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under
circumstances consistent with the SEC’s proxy rules. In order to curtail controversy as to the date on which we
received a proposal, it is suggested that proponents submit their proposals by Certified Mail, Return Receipt
Requested, to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more
than ten percent of a registered class of our equity securities to file reports of ownership and changes in
ownership with the SEC. Such persons are required by regulations of the SEC to furnish us with copies of all
such filings. Based solely on our review of copies of such filings we believe that all such persons complied on a
timely basis with all Section 16(a) filing requirements during the fiscal year ended January 2, 2016.
EXPENSES AND SOLICITATION
We will bear the cost of solicitation of proxies by the Company from our stockholders. In addition to
soliciting stockholders by mail, we will reimburse banks, brokers and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket costs in forwarding proxy materials to the beneficial owners of shares held of record
by them. We have retained Innisfree M&A Incorporated to aid in soliciting proxies and advise on certain matters
relating to the anticipated contested annual meeting for a fee estimated not to exceed $450,000 plus reasonable out-
of-pocket expenses. We have agreed to indemnify Innisfree M&A Incorporated against certain liabilities arising
under the federal securities laws. Innisfree M&A Incorporated has informed us that it expects that approximately 50
of its employees will assist in the solicitation. Proxies may be solicited on or behalf by telephone or through other
means by our directors, officers, and other employees who will receive no additional compensation therefor. Annex
A sets forth information relating to our directors, nominees, executive officers and employees who are considered
“participants” in our solicitation under SEC rules. As a result of the proxy solicitation by Red Mountain and the
matters being considered at the annual meeting, the Company will incur additional costs related to the mailing and
printing of proxy materials, telephone solicitation, data processing and tabulation costs, and other related expenses
of approximately $1.3 million in the aggregate. The Company also will incur significant additional expenses related
to the solicitation (in excess of those normally spent for an annual meeting) which are expected to be approximately
$2.5 million in the aggregate. These additional expenses include the fee payable to our proxy solicitor and the fees
of outside counsel and financial and other advisors advising the Company in connection with a contested solicitation
of proxies. To date, we have incurred approximately $800,000 of these solicitation costs.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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