Document

DEF 14A 1 a2022definitiveproxystatem.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐			Preliminary Proxy Statement

☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material under §240.14a-12

iRobot Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒			No fee required

☐			Fee paid previously with preliminary materials

☐			Fee computed on table in exhibit required by Item 25(b) per Securities Exchange Act of 1934 Rules 14a-6(i)(1) and 0-11

April 11, 2022

Dear Fellow Stockholder,


You are cordially invited to attend the annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), to be held on Friday, May 27, 2022, at 8:30 a.m., Eastern Time. The annual meeting will again be held entirely online this year. You will be able to attend and participate in the annual meeting online by visiting www.virtualshareholdermeeting.com/IRBT2022, where you will be able to vote electronically and submit questions. Given the virtual format, there is no opportunity to attend this annual meeting in person. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials) to attend the annual meeting.

At this annual meeting, you will be asked to (1) elect two (2) Class II directors, each to serve for a three-year term, and to elect one (1) Class III director, to serve for a one-year term; (2) ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year; (3) approve amendments to our amended and restated certificate of incorporation to eliminate supermajority voting requirements; (4) approve amendments to our amended and restated certificate of incorporation to declassify the board of directors; (5) approve amendments to our amended and restated certificate of incorporation to eliminate the prohibition on stockholders’ ability to call a special meeting; (6) approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan (the “2018 Plan”) to increase the maximum number of shares reserved and issuable under the 2018 Plan; and (7) approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement.

The board of directors unanimously recommends that you vote FOR election of the director nominees, FOR ratification of appointment of our independent registered public accounting firm, FOR approval of amendments to our amended and restated certificate of incorporation to eliminate supermajority voting requirements, FOR approval of amendments to our amended and restated certificate of incorporation to declassify the board of directors, FOR approval of amendments to our amended and restated certificate of incorporation to eliminate the prohibition on stockholders’ ability to call a special meeting, FOR approval of an amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan, and FOR approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. Details regarding the matters to be acted upon at this annual meeting appear in the accompanying Proxy Statement. Please give the accompanying materials your careful attention.

Whether or not you plan to attend the annual meeting online, we urge you to vote on the business to come before this annual meeting so that your shares will be represented at the annual meeting. If you attend the annual meeting online, you may vote during the meeting electronically even if you have previously returned a proxy. Your prompt cooperation will be greatly appreciated.

BECAUSE APPROVAL OF PROPOSALS 3, 4 AND 5 REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST 75% OF THE OUTSTANDING SHARES, YOUR VOTE WILL BE ESPECIALLY IMPORTANT AT THIS YEAR’S ANNUAL MEETING.

Thank you for your continued support, interest and investment in iRobot.

Sincerely,

Colin M. Angle

Chairman of the Board and Chief Executive Officer

April 11, 2022

CHANGES TO CORPORATE GOVERNANCE AND

EXECUTIVE COMPENSATION HIGHLIGHTS

iRobot remains deeply committed to evolving key corporate governance practices and policies that shape board engagement, the composition of the board of directors, and executive compensation. For the upcoming 2022 annual meeting of stockholders (the “2022 Annual Meeting”), stockholders are asked to vote on seven proposals that are detailed in this year’s Proxy Statement, including proposals related to the aforementioned areas. Below we have provided highlights of last year’s Annual Meeting results, notable corporate governance practices and policies, changes in board composition, key elements of executive compensation, and additional information about certain proposals that will be voted upon at the 2022 Annual Meeting.

2021 Annual Meeting Results:

Every proposal for stockholders at the 2021 Annual Meeting received overwhelming support, with a minimum of at least 94% of the shares voted in favor. Despite the support, three corporate governance proposals fell shy of attaining the required stockholder support of at least 75% of the Company’s total shares outstanding in favor, with just over 70% of the total shares outstanding in favor. These long-standing proposals encompassed: (1) eliminating supermajority voting requirements; (2) declassifying our board of directors; and (3) eliminating the prohibition on stockholders’ ability to call a special meeting. 2021 marked the fifth consecutive year that these proposals have failed to pass. Additional details regarding the voting at last year’s Annual Meeting are provided within the Proxy Statement.

2022 Annual Meeting Proposals:

Although we did not achieve the requisite threshold of stockholder support for the aforementioned corporate governance proposals, we are undaunted in our efforts to enhance our corporate governance practices and respond to expressed interests of our stockholders. Our board has again carefully considered the advantages and disadvantages of each of these proposals this year and determined that the merits of these proposals outweigh their disadvantages. Accordingly, our board has again submitted these proposals to our stockholders for approval. In addition to these proposals, stockholders are also asked to vote on the election of two (2) class II directors, each to serve for a three-year term, and the election of one (1) class III director to serve a one-year term, the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year, approval of an amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan, and the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Notable Corporate Governance Practices and Policies

As you review the details of these proposals within the accompanying Proxy Statement, we ask stockholders to keep in mind the Company’s successful implementation of a range of what we believe are stockholder-friendly practices and policies. These include the following:

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

Board Composition

In November 2021, we appointed Karen Golz, a former Global Vice Chair of Ernst & Young who has extensive domestic and international experience working with global organizations on complex issues involving accounting, auditing, risk and regulatory matters, to our board of directors. Ms. Golz replaced Elisha Finney, who had served on the Company’s board of directors since 2017, and she has been nominated as a Class III director to serve for a one-year term until the annual meeting of stockholders to be held in the year 2023 or until her successor has been duly elected and qualified or until her earlier death, resignation or removal. Ms. Golz’s deep financial background, coupled with her knowledge of international accounting and the regulatory environment for scaling high growth companies, aligns well with the Company’s needs. We evaluate our board member skills for alignment with iRobot’s strategic goals on an ongoing basis. Each independent director on our board brings considerable experience, domain expertise, complementary skills and relevant insights in areas that are critical to the Company’s strategic direction and long-term success. Additionally, our board is strengthened by its diversity whether it be the industry expertise, gender, geographic residency or ethnicity of its members. Please see pages 7-16 of the Proxy Statement for additional information about each director serving on our Board, including the director nominees.

Director Facts and Figures

Executive Compensation

Since 2017, the long-term incentive component of our executive compensation plan has reflected a 50/50 mix of performance share units (“PSUs”) and time-based restricted stock units (“RSUs”), with the mix for our CEO’s long-term equity recently adjusted to be 40% RSU and 60% PSU. The PSUs have metrics based on our cumulative financial performance measured at the end of a given three-year performance period. Additionally, since 2017 we have had the ability to achieve an above-target payout for PSUs when the performance metrics exceed our target levels. We continue to evolve our executive compensation plan designs to better reflect underlying business conditions and better align with recent changes in our financial reporting. The following represents key elements of our executive compensation practices:


*			Representative mix of compensation. For additional information, please see page 37 of this Proxy Statement.
**			Representative mix of compensation for all executive officers except the CEO, whose long-term equity awards are 40% in the form of RSUs and 60% in the form of PSUs. For additional information, please see page 41 of this Proxy Statement.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

Rewarding Our Stockholders

Individual stockholders who have owned at least 100 shares of iRobot common stock for at least six months are eligible for special offers that include discounts on purchasing a new floor cleaning robot from iRobot or a special gift when buying a new Roomba robot vacuum cleaner. Eligible stockholders can redeem these perks by using the free Stockperks application, which is available for download on the Apple App Store or the Google Play Store.

Why Your Vote Matters

As noted above and outlined in greater detail within the Proxy Statement, we fell just 1.3 million shares short of achieving the requisite affirmative vote of at least 75% of the outstanding shares to pass three corporate governance proposals that will again be voted upon at the 2022 Annual Meeting. We continue to strongly believe in the merits of each of these proposals. Regardless of how many shares you own or whether you plan to attend the virtual Annual Meeting, we urge all stockholders to vote their shares. Simply stated, voting your shares could make the difference between whether these proposals pass in 2022 or once again we need to invest more time and money to submit these proposals for stockholder consideration in the future. We appreciate your cooperation and support.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

iROBOT CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 27, 2022

To the Stockholders of iRobot Corporation:

The annual meeting of stockholders of iRobot Corporation, a Delaware corporation (the “Company”), will be held on Friday, May 27, 2022, at 8:30 a.m., Eastern Time. The annual meeting will be held entirely online this year again due in part to the ongoing COVID-19 pandemic. The annual meeting is being held for the following purposes:

1. To elect two (2) Class II directors, nominated by the board of directors, each to serve for a three-year term, and until his successor has been duly elected and qualified or until his earlier death, resignation or removal, and to elect one (1) Class III director, nominated by the board of directors, to serve for a one-year term and until her successor has been duly elected and qualified or until her earlier resignation or removal;

2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year;

3. To approve amendments to our amended and restated certificate of incorporation to eliminate supermajority voting requirements;

4. To approve amendments to our amended and restated certificate of incorporation to declassify the board of directors;

5. To approve amendments to our amended and restated certificate of incorporation to eliminate the prohibition on stockholders’ ability to call a special meeting;

6. To approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan (the “2018 Plan”) to increase the maximum number of shares reserved and issuable under the 2018 Plan;

7. To hold a non-binding, advisory vote on the approval of the compensation of our named executive officers as disclosed in this Proxy Statement; and

8. To transact such other business as may properly come before the annual meeting and at any adjournments or postponements thereof.

Proposal 1 relates solely to the election of two (2) Class II directors and one (1) Class III director nominated by the board of directors and does not include any other matters relating to the election of directors. Only stockholders of record at the close of business on March 31, 2022 (the “Record Date”) are entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof.

We are mailing our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), instead of a paper copy of our Proxy Statement and our Annual Report to Stockholders for the fiscal year ended January 1, 2022 (the “2021 Annual Report”). Stockholders who have requested a paper copy of our proxy materials will continue to receive them by mail. The Notice contains instructions on how to access those documents over the Internet and how to request a paper copy of our Proxy Statement, the 2021 Annual Report, and a form of proxy card or voting instruction card.

All stockholders are cordially invited to attend the annual meeting online. To assure your representation at the annual meeting, we urge you, regardless of whether you plan to attend the annual meeting online, to sign, date and return the proxy card (if you received printed proxy materials) or to vote over the telephone or on the Internet as instructed in these proxy materials so that your shares will be represented at the annual meeting. If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

To be admitted to the annual meeting at www.virtualshareholdermeeting.com/IRBT2022, you must enter the 16-digit control number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to attend the annual meeting. We encourage you to access the annual meeting before it begins. Online check-in to access the meeting will start shortly before the meeting on May 27, 2022. If you attend the annual meeting at www.virtualshareholdermeeting.com/IRBT2022, you may vote electronically during the meeting even if you have previously returned a proxy. Stockholders will also have the opportunity to submit questions prior to the annual meeting at www.proxyvote.com by logging on with your control number or during the annual meeting through www.virtualshareholdermeeting.com/IRBT2022. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/IRBT2022 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.

In closing, we urge all stockholders to vote their shares TODAY using the proxy card (if you received printed proxy materials) or vote online or by telephone, as instructed, regardless of how many shares you own or whether you plan to attend the meeting online. We appreciate your cooperation and support in making sure your shares are represented.

Important Notice Regarding the Internet Availability of Proxy Materials

for the Stockholder Meeting to Be Held on May 27, 2022

This Notice of 2022 Annual Meeting, Proxy Statement, and 2021 Annual Report are available for viewing, printing and downloading at www.proxyvote.com.

By order of the Board of Directors,

GLEN D. WEINSTEIN

Executive Vice President,

Chief Legal Officer and Secretary

Bedford, Massachusetts

April 11, 2022


REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE ANNUAL MEETING ONLINE, PLEASE VOTE BY TELEPHONE, OVER THE INTERNET, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED (IF YOU RECEIVED PRINTED PROXY MATERIALS) IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

TABLE OF CONTENTS



PROXY STATEMENT			1
Important Information about How to Vote			2
Participation in the Virtual Annual Meeting			3
PROPOSAL 1 — ELECTION OF DIRECTORS			4
Nominees			4
Recommendation of the Board			4
THE BOARD OF DIRECTORS AND ITS COMMITTEES			17
Board of Directors			17
Board Committees			17
Audit Committee			18
Compensation and Talent Committee			19
Nominating and Corporate Governance Committee			20
DIRECTORS AND EXECUTIVE OFFICERS			21
Executive Officers			21
CORPORATE GOVERNANCE AND BOARD MATTERS			23
Board Leadership Structure			23
Independence of Members of the Board of Directors			23
Executive Sessions of Independent Directors			23
Role of Lead Independent Director			23
The Board of Directors’ Role in Risk Oversight			24
Policies Governing Director Nominations			24
Policy Governing Security Holder Communications with the Board of Directors			26
Policy Governing Director Attendance at Annual Meetings of Stockholders			26
Board of Directors Evaluation Program			26
Code of Business Conduct and Ethics			27
Human Rights Policy			27
iRobot’s Manufacturing Supply Chain Partners: Business Conduct, Environment, Labor Practices			27
Compensation and Talent Committee Interlocks and Insider Participation			27
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			28
REPORT OF THE COMPENSATION AND TALENT COMMITTEE OF THE BOARD OF DIRECTORS			30
COMPENSATION AND OTHER INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS			31
Compensation Discussion and Analysis			31
Compensation Consultant Independence			44
Executive Compensation			46
Grants of Plan-Based Awards in 2021			48
Outstanding Equity Awards at Fiscal Year End			49
Option Exercises and Stock Vested			50
Potential Benefits Upon Termination or Change in Control			50
2021 Pay Ratio			51
Director Compensation			52
Transactions with Related Persons			53

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement



PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			55
Independence and Quality			55
Pre-Approval of Audit and Non-audit Services			55
PricewaterhouseCoopers LLP Fees			56
Recommendation of the Board			56
PROPOSAL 3 — APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS			57
Recommendation of the Board			58
PROPOSAL 4 — APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS			59
Recommendation of the Board			60
PROPOSAL 5 — APPROVAL OF AMENDMENT TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE PROHIBITION ON STOCKHOLDERS’ ABILITY TO CALL A SPECIAL MEETING			61
Recommendation of the Board			62
PROPOSAL 6 — AMENDMENT TO THE IROBOT CORPORATION 2018 STOCK OPTION AND INCENTIVE PLAN			63
Recommendation of the Board			69
PROPOSAL 7 — NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			70
Recommendation of the Board			70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
ADDITIONAL INFORMATION			73
STOCKHOLDER PROPOSALS			73
DELINQUENT SECTION 16(a) REPORTS			73
EXPENSES AND SOLICITATION			74
ANNEX A			A-1
ANNEX B			B-1
ANNEX C			C-1
ANNEX D			D-1

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

Table of Contents

iROBOT CORPORATION

PROXY STATEMENT

For the Annual Meeting of Stockholders

To Be Held on May 27, 2022

April 11, 2022

This Proxy Statement and related materials have been made available to you on the Internet, or have been delivered to you by mail at your request, on behalf of 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 Friday, May 27, 2022, at 8:30 a.m., Eastern Time. The annual meeting will again be held entirely online this year again due in part to the ongoing COVID-19 pandemic. Additional details regarding attending the virtual annual meeting and voting at the meeting are provided below.

Important Notice Regarding the Internet Availability of Proxy Materials for

the Annual Meeting of Stockholders to be Held on May 27, 2022

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules, which we believe produces cost savings associated with reduced printing and postage expenses as well as promotes a positive environmental impact tied to lower quantities of materials that will be produced and delivered to stockholders. On or about April 11, 2022, we mailed to our stockholders a Notice of Internet Availability containing instructions on how to access our proxy materials, including our Proxy Statement and our 2021 Annual Report. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual stockholder meeting. As a stockholder of the Company, you are invited to participate in the virtual annual meeting, and are entitled and requested to vote on the proposals described in this Proxy Statement. The Notice of Internet Availability instructs you on how to submit your proxy or voting instructions through the Internet. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability instructs you on how to request a paper copy of our proxy materials, including a proxy card or voting instruction form that includes instructions on how to submit your proxy or voting instructions by mail or telephone.

This Proxy Statement and our 2021 Annual Report to stockholders are available for viewing, printing and downloading at www.proxyvote.com. A copy of our Annual Report on Form 10-K for the fiscal year ended January 1, 2022, as filed with the SEC on February 15, 2022, will be furnished without charge to any stockholder upon written request to iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Investor Relations. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended January 1, 2022 are also available on the SEC’s website at www.sec.gov.

The purposes of the annual meeting are to elect two (2) Class II directors, each to serve for a three-year term, and to elect one (1) Class III director, to serve for a one-year term, to ratify the appointment of the Company’s independent registered public accounting firm, 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, to approve amendments to our amended and restated certificate of incorporation to eliminate the prohibition on stockholders’ ability to call a special meeting (such amendments, together, the “Charter Amendments”), to approve an amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan, and to hold a non-binding, advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement. Only stockholders of record at the close of business on March 31, 2022, will be entitled to receive notice of and to vote at the annual meeting. As of March 31, 2022, 27,115,849 shares of common stock, $0.01 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 electronically during the online meeting or by proxy. Even if you have previously voted by proxy, you may change your votes and vote again electronically if you attend the annual meeting online. 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 online and voting during the meeting electronically (although attendance at the annual meeting online 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.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

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The representation at the virtual annual meeting or by proxy of 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 you hold your shares in “street-name” through a broker or other nominee, if the nominee does not have discretionary voting power and absent voting instructions from you, your shares will not be counted as voting.

For Proposal 1, our by-laws require that each director be elected by the affirmative vote of holders of a majority of the votes cast by holders of shares present, online or represented by proxy, and entitled to vote on the matter. Abstentions and broker non-votes, if any, will not be counted as voting with respect to the election of the directors and, therefore, will not have an effect on the election of the Class II directors or the Class III director.

For Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year, Proposal 6, the vote to approve the amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan and Proposal 7, the non-binding, advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement, an affirmative vote of holders of a majority of the votes cast by holders of shares present, online or represented by proxy, and entitled to vote on each such matter is required for approval. Abstentions and broker non-votes, if any, are not considered votes cast for Proposals 2, 6 and 7, and, therefore, will not have any effect on the outcome of such Proposals.

For Proposals 3, 4 and 5, votes on the Charter Amendments, an affirmative vote of not less than 75% of the outstanding shares entitled to vote as of the record date is required for approval of each such Proposal. Abstentions and broker non-votes, if any, will have the same effect as if you voted against Proposals 3, 4 and 5.

All properly executed proxies returned in time to be counted at the annual meeting will be voted by the named proxies at the annual meeting. Where a choice has been specified on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the specifications. If you return a validly executed proxy without indicating how your shares should be voted on a matter, your proxies will be voted FOR election of the director nominees, FOR ratification of the appointment of our independent registered public accounting firm, FOR each of the Charter Amendments FOR approval of the amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan and FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

Aside from the election of directors, the ratification of the appointment of the independent registered public accounting firm, the approval of the Charter Amendments, the approval of the amendment to the 2018 Plan to increase the maximum number of shares reserved and issuable under the 2018 Plan and the non-binding, advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement, the board of directors knows of no other matters to be presented at the annual meeting. If any other matter should be presented at the annual meeting upon which a vote properly may be taken, shares represented by all proxy cards received by the board of directors will be voted with respect thereto at the discretion of the persons named as proxies.

It is important that your shares be voted regardless of whether you attend the online meeting. Please follow the voting instructions on the Notice of Internet Availability of Proxy Materials that you received. If you received a proxy card or voting instruction form, please complete the proxy card or voting instruction form promptly. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone – please refer to your voting instruction form. If you attend the meeting online, you may vote electronically during the meeting even if you have previously returned your vote in accordance with the foregoing. We appreciate your cooperation.

Important Information about How to Vote

All stockholders may vote their shares over the Internet, by telephone or during the annual meeting by going to www.virtualshareholdermeeting.com/IRBT2022. If you requested and/or received a printed version of the proxy card, you may also vote by mail.

•By Internet (before the Annual Meeting). You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included in your Notice of Internet

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

Table of Contents

Availability or your proxy card (if you received a printed copy of the proxy materials). Votes submitted through the Internet must be received by 11:59 p.m. Eastern Standard on May 26, 2022.

•By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials). Votes submitted by telephone must be received by 11:59 p.m. Eastern Standard on May 26, 2022.

•By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each proxy card received and returning it promptly in the prepaid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than by May 26, 2022 to be voted at the annual meeting.

•During the Annual Meeting. You may vote during the annual meeting by going to www.virtualshareholdermeeting.com/IRBT2022. You will need the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials). If you previously voted via the Internet (or by telephone or mail), you will not limit your right to vote online at the annual meeting.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned your proxy card. If you vote via the Internet or by telephone, do not return your proxy card.

Participation in the Virtual Annual Meeting

Our 2022 Annual Meeting will be a completely virtual meeting. There is no physical meeting location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/IRBT2022 and enter the 16-digit control number included on your Notice of Internet Availability or your proxy card (if you received a printed copy of the proxy materials). You may begin to log into the meeting platform beginning at 8:15 a.m. Eastern Time on May 27, 2022. The meeting will begin promptly at 8:30 a.m. Eastern Time on May 27, 2022.

Stockholders will also have the opportunity to submit questions prior to the annual meeting at www.proxyvote.com by logging on with your control number or during the annual meeting through www.virtualshareholdermeeting.com/IRBT2022 by typing your question in the “Ask a Question” field and clicking “Submit.” Questions pertinent to meeting matters will be read and answered during the annual meeting, subject to time constraints. A technical support telephone number will be posted on the log-in page of www.virtualshareholdermeeting.com/IRBT2022 that you can call if you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

Our board of directors currently consists of nine members. Our amended and restated certificate of incorporation currently divides the board of directors into three classes. One class is elected each year for a term of three years. The board of directors, upon the recommendation of the nominating and corporate governance committee, has nominated (i) Mohamad Ali and Dr. Ruey-Bin Kao, and recommended that each be elected to the board of directors as a Class II director, each to hold office until the annual meeting of stockholders to be held in the year 2025 or until his successor has been duly elected and qualified or until his earlier death, resignation or removal and (ii) Karen Golz, and recommended that she be elected to the board of directors as a Class III director, to hold office until the annual meeting of stockholders to be held in the year 2023 or until her successor has been duly elected and qualified or until her earlier death, resignation or removal. Each of Mr. Ali, Dr. Kao and Ms. Golz has consented to being named in this Proxy Statement and has agreed to serve if elected. Michael Bell will not be standing for re-election to the board of directors as a Class II director. Mr. Bell's term on the board of directors will expire at this annual meeting of stockholders. Ms. Golz was initially appointed by the board of directors as a Class III director in November 2021. The board of directors is also composed of (i) three Class I directors (Colin Angle, Deborah Ellinger and Eva Manolis) whose terms are currently set to expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2024 and (ii) two Class III directors (Andrew Miller and Michelle Stacy) whose terms are currently set to expire upon the election and qualification of directors at the annual meeting of stockholders to be held in 2023. If Proposal 4 is approved by the stockholders, all directors will stand for election at the annual meeting of stockholders to be held in 2023.

The board of directors knows of no reason why any of the nominees named in this Proxy Statement would be unable or for good cause will not serve, but if any nominee should for any reason be unable to serve or for good cause will not serve, the board of directors reserves the right to nominate substitute nominees for election prior to the annual meeting, in which case the Company will file an amendment to this Proxy Statement disclosing the identity of such substitute nominees and related information and the proxies will be voted for such substitute nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below.

Recommendation of the Board:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ELECTION OF THE NOMINEES LISTED BELOW.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

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The following table sets forth our nominees to be elected at the annual meeting and continuing directors, the positions with us currently held by each nominee and director, the year each nominee’s or director’s current term is currently set to expire and each nominee’s and director’s current class:


Nominee’s or Director’s Name	Position(s) with the Company	Year Current Term Will Expire	Current Class of Director
Nominees for Class II Directors:
Mohamad Ali	Lead Independent Director	2022	II
Ruey-Bin Kao	Director	2022	II

Nominee for Class III Directors:
Karen Golz(1)	Director	2023	III

Continuing Directors:
Colin Angle	Chairman of the Board, Chief Executive Officer and Director	2024	I
Deborah Ellinger	Director	2024	I
Eva Manolis	Director	2024	I
Andrew Miller	Director	2023	III
Michelle Stacy	Director	2023	III




(1)			Ms. Golz was appointed by the board of directors as a Class III director in November 2021. At the time of the appointment, the board of directors set Ms. Golz's election by the stockholders to occur at the next scheduled annual meeting of stockholders.

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Specific Qualifications, Skills and Experience Required of the Board

The nominating and corporate governance committee believes that certain qualifications, skills and experience should be represented on the board, as described below, although not every member of the board must possess all such qualifications, skills and experience to be considered capable of making valuable contributions to the board.


			PUBLIC CO. LEADERSHIP Our business is complex and evolving rapidly. Our leadership is comprised of individuals who have helped lead public companies or operating business units of significant size and have proven leadership experience in developing and advancing a vision and making executive-level decisions.
			PUBLIC CO. BOARD EXPERIENCE We look for directors who have proven public company board experience, and who have demonstrated a steady hand in representing stockholders’ interests.
			FINANCE AND CAPITAL MANAGEMENT Our business and financial model is complex and global in scope. Individuals with financial expertise are able to identify and understand the issues associated with our business and take an analytical approach to capital allocation decisions.
			GLOBAL OPERATING EXPERIENCE We are a global company, with approximately 53% of our revenue coming from the Americas, 30% from EMEA and 17% from the Asia-Pacific region. Global experience enhances understanding of the complexities and issues associated with running a global business and the challenges we face.
			GLOBAL CONSUMER PRODUCTS SALES AND MARKETING Our business is entirely focused on delivering exceptional consumer products. We benefit from directors who have deep experience with consumer-centric businesses focused on meeting the consumers’ needs.
			DIRECT TO CONSUMER Our strategy involves increasing transactions directly with our consumers, which requires us to communicate effectively with our customers to better understand how they use our products and what other products and services we can provide to increase our revenue per customer. We look for directors who have experience effectively scaling DTC business models.
			CONSUMER TECHNOLOGY INSIGHT AND TRENDS Our products represent the marriage of consumer convenience with high tech engineering. We look for directors with expertise in and comfort with technology.
			SOFTWARE/SAAS The largest portion of our employee base is comprised of software engineers and our products can contain more than a million lines of code. Directors that can help steer the Company with issues of agile software development, competitive hiring of software engineers, and alternate business models drawn from the software industry help keep us competitive.
			SMART HOME Our newest products represent an important part of the Internet of Things and emerging smart home ecosystems. Directors with experience in this area aid in the execution of our corporate strategy.
			AUTONOMOUS ROBOTICS We are a leading consumer robotics company, and our experience in this area enhances our understanding of this nascent industry categorized by deep technical challenges.
			DIVERSITY We believe directors with diverse backgrounds, including gender diversity, provide competing perspectives that enhance our competitiveness.

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Board of Directors

Over the past six years we have added six independent directors who have further diversified the board in terms of experience, expertise, geographical residency and understanding, and gender. In particular, these new directors have brought relevant, complementary skill sets and insights in disciplines that span global branding, strategic software development, cloud infrastructure, data analytics, consumer business and finance, all of which are critical to our strategy. We continually evaluate our board member skills for alignment with our strategic goals. The following matrix summarizes our directors’ skills that are critical to our success:

Skills Matrix

Public Co. Leadership

Public Co. Board Experience

Finance and Capital Management

Global Operating Experience

Global Consumer Products Sales and Marketing

Direct to Consumer

Consumer Technology Insight and Trends

Software/SAAS

Smart Home

Autonomous Robotics

Diversity

Board Members

Mohamad Ali

Colin Angle

Deborah Ellinger

Karen Golz

Ruey-Bin Kao

Eva Manolis

Andrew Miller

Michelle Stacy

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Board Diversity Matrix (As of February 21, 2022)

We believe directors with diverse backgrounds, including gender diversity, provide competing perspectives that enhance our competitiveness. The following table sets forth information on the voluntarily self-identified diversity characteristics of the members of our board of directors:


Total Number of Directors			9

	Female	Male		Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	4	5		-	-
Part II: Demographic Background
African American or Black	-	-		-	-
Alaskan Native or Native American	-	-		-	-
Asian	-	2		-	-
Hispanic or Latinx	-	-		-	-
Native Hawaiian or Pacific Islander	-	-		-	-
White	4	3		-	-
Two or More Races or Ethnicities	-	-		-	-
LGBTQ+			-
Did Not Disclose Demographic Background			-

Board and Governance Information

Size of Board

✓

Annual Election of Directors(1)

Number of Independent Directors

✓

Proxy Access

Average Age of Directors

✓

Majority Voting for Directors

Board Meetings Held in Fiscal 2021

✓

No Supermajority Voting Requirements(1)

Average Tenure of Independent Directors (in years)

✓

Lead Independent Director

✓

Independent Directors Meet Without Management Present

✓

Director Stock Ownership Guidelines

✓

Code of Business Conduct and Ethics for Directors, Officers and Employees

✓

Director Self-Evaluation Program


(1)			The Company is seeking stockholder approval at the 2022 Annual Meeting to declassify its board of directors and eliminate supermajority voting requirements in its governing documents.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

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Director Nominees Class II

Mohamad Ali

DIRECTOR SINCE: 2015

AGE: 51

Lead Independent Director

iRobot Committees:

•Nominating and Corporate Governance Committee

Public Directorships:

•Henry Schein (since February 2021)

•Carbonite, Inc. (former) (from December 2014 to July 2019)

Mohamad Ali has served as a director since August 2015 and brings extensive experience with capital allocation in technology companies, as well as strategic software development, including cloud infrastructure and data analytics. Mr. Ali became chief executive officer and a director of International Data Group, Inc. (IDG), the world’s leading technology media, events and research company, in August 2019. Prior to this, he served as the president, chief executive officer and director of Carbonite, Inc., a global leader in data protection, since 2014. Mr. Ali successfully led Carbonite’s continued growth, serving the ever-evolving technology needs of small and midsize businesses and consumers. Previously, Mr. Ali served as chief strategy officer at Hewlett-Packard, a manufacturer of computers and enterprise products, from 2012 to 2014 and president of Avaya Global Services, an enterprise communications company. He also served in senior leadership roles at IBM Corporation, a multinational technology and consulting company, where he acquired numerous companies to build IBM’s analytics and big data business. Mr. Ali is a director of Henry Schein (Nasdaq: HSIC), the world’s largest provider of health care solutions to office-based dental and medical practitioners, as well as Oxfam America, Massachusetts Technology Leadership Council and the WGBH Educational Foundation, each a nonprofit entity and previously served on the board of directors of Carbonite, Inc., City National Corporation and City National Bank. The Massachusetts Technology Leadership Council recognized Mr. Ali as “CEO of the Year” in 2018 and he was named to the Boston Business Journal’s 2008 “40 Under 40” list. Mohamad holds a B.S. and an M.S. in Electrical Engineering, both from Stanford University.

Experience and Qualifications

Mr. Ali brings extensive experience with capital allocation in technology companies, as well as strategic software development, including cloud infrastructure and data analytics.

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Dr. Ruey-Bin Kao

DIRECTOR SINCE: 2018

AGE: 61

Director

iRobot Committees:

•Compensation and Talent Committee

Public Directorships:

•Want Want China Holdings Ltd. (former) (from 2011 to July 2018)

•Autohome, Inc. (former) (from February 2014 to June 2016)

Dr. Ruey-Bin Kao has served as a director since June 2018. He has more than 36 years of expertise in technology, telecommunication, corporate governance, and consumer business. Dr. Kao has held senior leadership roles, driving revenue growth and profitability, at numerous global companies, including Telstra Corporation Ltd. (“Telstra”) (Chief Executive Officer, Greater China), Applied Materials China (President, China), China Hewlett-Packard Co. Ltd (China Managing Director/General Manager of Enterprise Business), Motorola, Inc. (China Chairman / President) and AT&T Bell Laboratories (Business and Product Marketing Manager). Most recently, from January 2014 to December 2017, Dr. Kao served as the Chief Executive Officer, Greater China, at Telstra, Australia’s leading telecommunications and technology company, where his management responsibilities included building strategic partnerships to enhance the company’s brand, as well as developing and executing an effective growth strategy by identifying areas of potential in the rapidly evolving Greater China market. Dr. Kao was formerly a director of China Telecommunications Corporation, China National Travel Services Group Corporation Ltd. and Shenhua Group Corporation Ltd. (now known as China Energy Investment Corporation Ltd.). Dr. Kao holds a bachelor degree in Computer Science from Tamkang University, master’s degree in Computer and Information Science from the University of Delaware and a doctorate degree of Business Administration from the Hong Kong Polytechnic University.

Experience and Qualifications

Dr. Kao has deep experience as an executive in high-tech companies and in international operations, particularly in China, through his work with Telstra, Applied Materials, China Hewlett-Package and Motorola, and extensive experience in telecommunication, corporate governance, and consumer business.

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Director Nominees Class III

Karen Golz

DIRECTOR SINCE: 2021

AGE: 68

Director

iRobot Committees:

•Audit Committee

Public Directorships:

•Aspen Technology, Inc. (since March 2021)

•Analog Devices, Inc. (since June 2018)

Karen M. Golz is a retired partner from Ernst & Young ("EY"), a public accounting firm, where she held various senior leadership positions during her tenure at the firm, including most recently as Global Vice Chair, Japan from July 2016 to June 2017, and prior thereto, from July 2010 to June 2016, as Global Vice Chair, Professional Practice. Ms. Golz also served on EY’s Global Risk Management Executive Committee, which was charged with risk management across EY’s global network, from 2008 to 2016. Ms. Golz currently serves as senior advisor to The Boston Consulting Group’s Audit and Risk Committee, a role she has held since August 2017, and as a principal for K.M. Golz Associates, LLC, a consulting services company, since August 2017. She also sits on the Board of Directors of the University of Illinois Foundation. Ms. Golz is also a National Association of Corporate Directors (NACD) Board Leadership Fellow. She holds a B.S. in Accountancy, summa cum laude, from the University of Illinois, Urbana-Champaign and is a certified public accountant.

Experience and Qualifications

Ms. Golz has accounting, auditing, and risk management expertise and extensive experience helping global organizations successfully navigate the complexities of international trade and regulation.

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Continuing Directors

Colin Angle

DIRECTOR SINCE: 1992

AGE: 54

Chairman, CEO and Founder

iRobot Committees:

•None

Colin Angle, a co-founder of iRobot, has served as chairman of the board since October 2008, as chief executive officer since June 1997, and prior to that, as our president since November 1992. He has served as a director since October 1992. Mr. Angle previously worked at the National Aeronautical and Space Administration’s Jet Propulsion Laboratory, where he participated in the design of the behavior controlled rovers that led to Sojourner exploring Mars in 1997. He is a director of Ixcela, Inc., a private company. Mr. Angle holds a B.S. in Electrical Engineering and an M.S. in Computer Science, both from the Massachusetts Institute of Technology ("MIT").

Experience and Qualifications

As a co-founder and chief executive officer, Mr. Angle provides a critical contribution to the board of directors with his detailed knowledge of the Company, our employees, our client base, our prospects, the strategic marketplace and our competitors.

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Deborah G. Ellinger

DIRECTOR SINCE: 2011

AGE: 63

Director

iRobot Committees:

•Chair of Nominating and Corporate Governance Committee

Public Directorships:

•Tupperware Brands Corporation (since March 2021)

•Covetrus, Inc. (since February 2019)

•Interpublic Group of Companies, Inc. (former) (from February 2015 to May 2017)

Deborah G. Ellinger has served as a director since November 2011. Ms. Ellinger is also a director of Tupperware Brands Corporation (NYSE: TUP), a leading global consumer products company, and Covetrus, Inc. (NASDAQ: CVET), a $4 billion tech-enabled veterinarian services and supply company, and is a senior advisor to the Boston Consulting Group. She was the president and CEO of Ideal Image, a chain of 130 medical spas providing non-surgical cosmetic procedures across the US and Canada, from 2016 until her retirement in March 2018; chairman and chief executive officer of The Princeton Review, a company which assists students globally in test preparation and tutoring, from 2012 to 2014; president of Restoration Hardware, a luxury home furnishings retailer, from 2008 to 2009; and chief executive officer of Wellness Pet Food, a natural pet-food company, from 2004 to 2008. Ms. Ellinger led each of those companies while they were owned by two private equity firms, and three of the four transitioned to new ownership, yielding three to seven times return on capital to investors. Previously, she served as an executive vice president at CVS Pharmacy, a senior vice president at Staples, and a partner at The Boston Consulting Group, and began her career with Mellon Financial Corporation. Ms. Ellinger also serves on the board of the WomenCorporateDirectors Foundation, a nonprofit entity, and is a former director of Interpublic Group, The Princeton Review, Sealy Corporation, National Life Group, and several other private companies. Her assignments have taken her all over the world; she has lived and worked in Europe, Asia, and America. Ms. Ellinger is qualified as a Barrister-at-Law in London, as a member of the Inner Temple. She holds an M.A. and B.A. in Law and Mathematics from the University of Cambridge, England.

Experience and Qualifications

Ms. Ellinger is a former CEO with extensive global board experience. Her background is in consumer products and services, technology and digitalization, and she has significant experience in M&A, private equity investment, activist investor engagement, board governance and women’s leadership. She was recognized by the National Association of Corporate Directors as a Top 100 Director in 2019.

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Eva Manolis

DIRECTOR SINCE: 2019

AGE: 58

Director

iRobot Committees:

•Audit Committee

Public Directorships:

•Fair Isaac Corporation (since April 2018)

•Shutterfly, Inc. (former) (from October 2016 to September 2019)

Eva Manolis has served as a director since July 2019. She brings more than 30 years of product development and global ecommerce experience within the consumer technology space to the iRobot board. Ms. Manolis served in a variety of executive roles at Amazon.com, Inc. from 2005 through 2016, where she was successful in developing and growing customer adoption of technologies, products, programs and services across a variety of categories including consumer electronics. Most recently, Ms. Manolis served as vice president of consumer shopping at Amazon.com, Inc. from 2010 until 2016 with responsibility for worldwide innovative shopping experiences, including the development of features and services for the company’s mobile app and website on a global scale. Prior to that, Ms. Manolis served as vice president of web and mobile retail applications from 2008 to 2010 and vice president of global retail applications from 2005 to 2008. Ms. Manolis also founded Shutterfly, Inc. in 1999 and served as executive vice president of products, services and strategy until 2002. At Shutterfly, she was responsible for the vision, architecture, design and development of the company’s website from inception to profitability. In addition to her service on the iRobot board of directors, she also currently serves on the board of directors at Fair Isaac Corporation and previously served on the board of directors at Shutterfly, Inc.

Experience and Qualifications

Ms. Manolis brings more than 30 years of product development and global ecommerce experience within the consumer technology space to iRobot.

Notice of Annual Meeting of Stockholders and iRobot 2022 Proxy Statement

SEC Form DEF 14A filed by iRobot Corporation