SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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
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)) |
Explanatory Note
On May 27, 2011, iRobot Corporation (the “Company”) filed a Current Report on Form 8-K (the
“Original Report”) to report under Item 5.07, Submission of Matters to a Vote of Security Holders,
the voting results of its annual meeting of stockholders held on May 25, 2011 (the “Annual
Meeting”), including the results of a non-binding, advisory proposal on the frequency of
holding the advisory vote on the compensation of the Company’s named executive officers. This
Current Report on Form 8-K/A is being filed as an amendment to the Original Report for the sole
purpose of disclosing the Company’s Board of Directors’ (the “Board of Directors”) decision as to
how frequently the Company will hold an advisory vote on the compensation of its named executive
officers.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As
previously reported in the Original Report, in a non-binding, advisory proposal
on the frequency of holding the advisory vote on compensation of the Company’s named executive
officers, 12,262,661 shares voted for one year, 175,656 shares voted for two years, 5,701,176
shares voted for three years and 34,559 shares abstained. The Board of Directors has considered the
voting results at the Annual Meeting and, consistent with a majority of votes cast, determined at a
meeting on August 2, 2011 to include an advisory vote on the compensation of the Company’s named
executive officers in the Company’s proxy statement on an annual basis until the next advisory vote
on the frequency of such votes.
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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| August 4, 2011 | By: | /s/ Glen D. Weinstein | ||
| Name: | Glen D. Weinstein | |||
| Title: | General Counsel and Secretary | |||