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.