iROBOT CORPORATION (NASDAQ:IRBT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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iROBOT CORPORATION (NASDAQ:IRBT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

At the iRobot Corporation Annual Meeting of Stockholders held on
May 23, 2017 (the Annual Meeting), the stockholders of iRobot
Corporation (the Company) approved the 2017 Employee Stock
Purchase Plan (the 2017 ESPP), which was previously approved by
the board of directors of the Company (the Board of Directors) on
April 3, 2017. The 2017 ESPP provides for the purchase by
employees of up to an aggregate of 700,000 shares of the Companys
common stock.
A summary of the material terms and conditions of the 2017 ESPP
is set forth in the Companys definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 17, 2017 (the Proxy Statement) and is incorporated herein
by reference. Such description is qualified entirely by reference
to the full text of the 2017 ESPP, which is filed as Annex B to
the Proxy Statement and is incorporated by reference as Exhibit
10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on May 23,
2017 to consider and vote on the matters listed below. The
proposals are described in detail in the Proxy Statement. The
final voting results from the meeting are set forth below.
Proposal 1
Andrew Miller, Elisha Finney and Michelle V. Stacy were elected
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. Votes were as follows:
Name
For
Withheld
Broker Non-Votes
Andrew Miller…………………
18,930,121
155,630
4,221,576
Elisha Finney…………………..
18,968,948
116,803
4,221,576
Michelle V. Stacy……………..
19,024,686
61,065
4,221,576
Proposal 2
The appointment of the accounting firm of PricewaterhouseCoopers
LLP as the Companys independent registered public accountants for
the 2017 fiscal year was ratified. Votes were as follows:
For
Against
Abstentions
22,940,730
290,521
76,076
Proposal 3
The amendments to the Companys amended and restated certificate
of incorporation to eliminate supermajority voting standards were
not approved, as the affirmative vote of 75% of the outstanding
shares entitled to vote was required for approval. Votes were as
follows:
For
Against
Abstentions
Broker Non-Votes
18,913,736
118,581
53,434
4,221,576
Proposal 4
The amendments to the Companys amended and restated certificate
of incorporation to declassify the Board of Directors were not
approved, as the affirmative vote of 75% of the outstanding
shares entitled to vote was required for approval. Votes were as
follows:
For
Against
Abstentions
Broker Non-Votes
18,910,693
121,045
54,013
4,221,576
Proposal 5
The amendments to the Companys amended and restated certificate
of incorporation to eliminate the prohibition on stockholders
ability to call a special meeting were not approved, as the
affirmative vote of 75% of the outstanding shares entitled to
vote was required for approval. Votes were as follows:
For
Against
Abstentions
Broker Non-Votes
18,948,123
97,937
39,691
4,221,576
Proposal 6
The 2017 Employee Stock Purchase Plan was approved. Votes were as
follows:
For
Against
Abstentions
Broker Non-Votes
18,899,440
140,225
46,086
4,221,576
Proposal 7
The non-binding, advisory proposal to approve the compensation of
our named executive officers was approved. Votes were as follows:
For
Against
Abstentions
Broker Non-Votes
18,468,528
517,855
99,368
4,221,576
Proposal 8
The stockholders voted, on an advisory basis, that future
advisory votes on executive compensation should be submitted to
the stockholders every year. Votes were as follows:
1 Year
2 Years
3 Years
Abstentions
Broker Non-Votes
17,201,281
48,458
1,791,729
44,283
4,221,576
The Board of Directors considered the voting results with respect
to the frequency proposal and has determined to include an
advisory vote on the compensation of the Companys named executive
officers in the Companys proxy statement on an annual basis until
the next advisory vote on the frequency of such votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1
iRobot Corporation 2017 Employee Stock Purchase Plan
(incorporated by reference to Annex B of the Definitive
Proxy Statement of iRobot Corporation filed on April
17, 2017)


About iROBOT CORPORATION (NASDAQ:IRBT)

iRobot Corporation is engaged in designing and building robots. The Company’s portfolio of solutions focus on technologies for the connected home and concepts in navigation, mobility, mapping and artificial intelligence. The Company operates through consumer robots segment. It designs robots for the consumer, telemedicine and mobile video collaboration markets. The Company’s brands include iRobot, Roomba, Scooba, Mint, ViPR, NorthStar, Create, iAdapt, Aware, Home Base, Looj, Braava, AeroForce, uPoint, AeroVac, Mirra and Virtual Wall. The Company offers multiple Roomba floor vacuuming robots. Its consumer products are focused on both indoor and outdoor cleaning applications. The Company focuses on behavior-based, artificially-intelligent systems developed to meet customer requirements in multiple market segments. The Company’s Braava automatic floor mopping robots are designed for hard surface floors. Its Looj Gutter Cleaning Robot cleans an entire stretch of gutter.

iROBOT CORPORATION (NASDAQ:IRBT) Recent Trading Information

iROBOT CORPORATION (NASDAQ:IRBT) closed its last trading session down -2.65 at 94.35 with 593,809 shares trading hands.