UNITED STATES
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
Date of report (Date of earliest event reported): May 22, 2019
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | ||
(State or other jurisdiction of incorporation or organization) | ||
| 001-36414 | 77-0259 335 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 8 Crosby Drive, Bedford, MA | 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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value | IRBT | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
iRobot Corporation (the “Company”) held its 2019 annual meeting of stockholders on May 22, 2019 to consider and vote on the matters listed below. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2019. The final voting results from the meeting are set forth below.
Proposal 1
Mohamad Ali, Michael Bell and Ruey-Bin Kao were elected as Class II members to the Board of Directors of the Company (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 resignation or removal. Votes were as follows:
| Name | For | Withheld | Broker Non-Votes |
| Mohamad Ali | 18,596,555 | 75,163 | 5,749,298 |
| Michael Bell | 18,593,313 | 78,405 | 5,749,298 |
| Ruey-Bin Kao | 18,600,351 | 71,367 | 5,749,298 |
Proposal 2
The appointment of the accounting firm of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the 2019 fiscal year was ratified. Votes were as follows:
| For | Against | Abstentions | Broker Non-Votes |
| 23,964,157 | 332,666 | 124,193 | — |
Proposal 3
The amendments to the Company’s 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 |
| 18,492,812 | 138,436 | 40,470 | 5,749,298 |
Proposal 4
The amendments to the Company’s 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 |
| 18,508,599 | 114,069 | 49,050 | 5,749,298 |
Proposal 5
The amendments to the Company’s 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 |
| 18,450,183 | 119,269 | 102,266 | 5,749,298 |
Proposal 6
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 |
| 18,270,478 | 255,524 | 145,716 | 5,749,298 |
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 | ||
| May 22, 2019 | By: /s/ Glen D. Weinstein | |
| Name: Glen D. Weinstein | ||
| Title: Chief Legal Officer and Secretary | ||