iRobot 2015 Annual Report Download - page 9

Proxy Statement
iROBOT CORPORATION
PROXY STATEMENT
For the Annual Meeting of Stockholders
To Be Held on May 25, 2016
March 29, 2016
This proxy statement and the WHITE proxy card are furnished in connection with the solicitation of
proxies by the board of directors of iRobot Corporation, a Delaware corporation (the “Company” or “iRobot”),
for use at the annual meeting of stockholders to 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, and any adjournments or
postponements thereof. An annual report to stockholders, containing financial statements for the fiscal year
ended January 2, 2016, is being mailed together with this proxy statement to all stockholders entitled to vote at
the annual meeting. This proxy statement and the accompanying WHITE proxy card are expected to be first
mailed to stockholders on or about March 29, 2016.
The purposes of the annual meeting are to elect two (2) Class II directors for three-year terms, to ratify the
appointment of the Company’s independent registered public accountants, to approve amendments to our
amended and restated certificate of incorporation to eliminate supermajority voting requirements, to approve
amendments to our amended and restated certificate of incorporation to declassify the board of directors (such
amendments, together, the “Certificate Amendments”), and to hold an advisory vote on the compensation of our
named executive officers. Only stockholders of record at the close of business on April 5, 2016 will be entitled to
receive notice of and to vote at the annual meeting. As of March 24, 2016, 28,918,311 shares of common stock,
$.01 par value per share, of the Company were issued and outstanding. The holders of common stock are entitled
to one vote per share on any proposal presented at the annual meeting.
Stockholders may vote in person or by proxy. If you attend the annual meeting, you may vote in person
even if you have previously returned your proxy card. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing a written
notice of revocation bearing a later date than the proxy with the Secretary of the Company, (ii) duly completing a
later-dated proxy relating to the same shares, or (iii) attending the annual meeting and voting in person (although
attendance at the annual meeting will not in and of itself constitute a revocation of a proxy). Any written notice
of revocation or subsequent proxy should be sent so as to be delivered to iRobot Corporation, 8 Crosby Drive,
Bedford, Massachusetts 01730, Attention: Secretary, before the taking of the vote at the annual meeting.
The representation in person or by proxy of at least a majority of the outstanding shares of common stock
entitled to vote at the annual meeting is necessary to constitute a quorum for the transaction of business. Votes
withheld from any nominee, abstentions and broker “non-votes” are counted as present or represented for
purposes of determining the presence or absence of a quorum for the annual meeting. A broker “non-vote” occurs
when a nominee holding shares for a beneficial owner votes on one proposal but does not vote on another
proposal because, with respect to such other proposal, the nominee does not have discretionary voting power and
has not received instructions from the beneficial owner. Broker “non-votes” are not considered voted for the
particular matter. If Red Mountain provides proxy materials in opposition to our board of directors to your broker
to forward to you on its behalf, your broker will not have discretionary authority to vote your shares on any of the
matters to be presented at the annual meeting. Therefore, if you hold your shares in “street-name” through a
broker or other nominee, absent voting instructions from you, your shares will not be counted as voting and will
have no effect on those proposals requiring approval by a plurality or majority of the votes cast, and will have the
same effect as if you voted against Proposals 3 and 4. On the other hand, in the absence of Red Mountain
providing proxy materials in opposition to our board to your broker to forward to you on its behalf, Proposal 2 to
ratify the appointment of our independent registered public accountants will be a “routine” matter for which your
broker does not need your voting instruction in order to vote your shares.
Notice of Annual Meeting of Stockholders and iRobot 2016 Proxy Statement
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