iRobot (IRBT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 16, 2025, with voting on eight key proposals, including director elections, auditor ratification, charter amendments, equity plan changes, and executive compensation approval.

• 2024 was a year of significant transition, including the termination of a merger agreement with Amazon, major executive changes, and a comprehensive operational restructuring to address declining revenue and increased competition.

• The company reduced its workforce by 51%, cut operating expenses by $215 million, and focused on core robotic floorcare, innovation, and cost efficiencies.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying PricewaterhouseCoopers LLP as auditor, eliminating supermajority voting, declassifying the board, allowing stockholders to call special meetings, limiting officer liability, increasing shares under the 2018 Stock Option and Incentive Plan, and a non-binding say-on-pay vote.

• Proposals to amend the certificate of incorporation (eliminating supermajority voting, declassifying the board, and allowing special meetings) require at least 75% approval of outstanding shares.

• The board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of nine members with diverse backgrounds in public company leadership, finance, technology, and global operations.

• Board committees include audit, compensation and talent, and nominating and corporate governance, all composed of independent directors.

• The board is seeking to declassify itself, moving to annual elections for all directors starting in 2026 if approved.

• Proxy access and majority voting for directors are in place, and the board conducts annual self-evaluations.