SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 25, 2011
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-51598 | 77-0259335 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 8 Crosby Drive, Bedford, Massachusetts | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 430-3000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
iRobot Corporation (the “Company”) held its annual meeting of stockholders on May 25, 2011 to
consider and vote on the matters listed below. The proposals are described in detail in the
Company’s Proxy Statement filed with the Securities and Exchange Commission on April 13, 2011. The
final voting results from the meeting are set forth below.
Proposal 1
Votes regarding the election of the persons named below as class III members to the board of
directors, each to serve for a three-year term and until his or her successor has been duly elected
and qualified, or until his or her earlier resignation or removal, were as follows:
| Name | For | Withheld | Broker Non-Votes | |||
| Gail Deegan | 18,107,493 | 66,559 | 4,497,278 | |||
| Andrea Geisser | 17,871,827 | 302,225 | 4,497,278 | |||
| Jacques S. Gansler, Ph.D. | 17,866,613 | 307,439 | 4,497,278 | |||
Proposal 2
Votes regarding approval of the Company’s Senior Executive Compensation Plan, as amended and
restated, were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 17,982,038 | 158,565 | 33,449 | 4,497,278 | |||
Proposal 3
Votes regarding ratification of the appointment of the accounting firm of PricewaterhouseCoopers
LLP as the Company’s independent registered public accountants for the fiscal year ending December
31, 2011 were as follows:
| For | Against | Abstentions | ||
| 22,558,378 | 67,584 | 45,368 | ||
Proposal 4
Votes regarding the non-binding, advisory proposal approving named executive officer compensation
were as follows:
| For | Against | Abstentions | Broker Non-Votes | |||
| 17,608,355 | 353,004 | 212,693 | 4,497,278 | |||
Proposal 5
Votes regarding the non-binding, advisory proposal on the frequency of holding the advisory vote on
named executive officer compensation were as follows:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 12,262,661 | 175,656 | 5,701,176 | 34,559 | 4,497,278 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| iRobot Corporation |
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| May 27, 2011 | By: | /s/ Glen D. Weinstein | ||
| Name: | Glen D. Weinstein | |||
| Title: | General Counsel and Secretary | |||