Current Report Filing (8-k)
May 24 2018 - 4:03PM
Edgar (US Regulatory)
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 23, 2018
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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(State or other jurisdiction of
incorporation or organization)
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001-36414
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77-0259
335
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8 Crosby Drive, Bedford, MA
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01730
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
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
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Submission of Matters to a Vote of Security Holders.
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iRobot Corporation (the
Company) held its annual meeting of stockholders on May 23, 2018 to consider and vote on the matters listed below. The proposals are described in detail in the Companys definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 10, 2018. The final voting results from the meeting are set forth below.
Proposal 1
Colin M. Angle and Deborah G. Ellinger were
elected as Class I members to the board of directors of the Company (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:
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Name
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For
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Withheld
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Broker Non-Votes
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Colin M. Angle
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14,877,944
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181,517
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6,363,508
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Deborah G. Ellinger
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14,903,192
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156,269
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6,363,508
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Proposal 2
The
appointment of the accounting firm of PricewaterhouseCoopers LLP as the Companys independent registered public accountants for the 2018 fiscal year was ratified. Votes were as follows:
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For
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Against
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Abstentions
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20,930,207
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355,190
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137,972
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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:
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For
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Against
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Abstentions
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Broker
Non-Votes
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14,914,013
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86,022
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59,826
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6,363,508
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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:
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For
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Against
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Abstentions
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Broker
Non-Votes
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14,932,946
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57,771
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69,144
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6,363,508
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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:
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For
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Against
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Abstentions
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Broker
Non-Votes
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14,945,267
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62,032
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52,562
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6,363,508
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Proposal 6
The iRobot
Corporation 2018 Stock Option and Incentive Plan was approved. Votes were as follows:
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For
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Against
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Abstentions
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Broker
Non-Votes
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14,243,304
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723,478
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93,079
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6,363,508
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Proposal 7
The
non-binding,
advisory proposal to approve the compensation of our named executive officers was approved. Votes were as follows:
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For
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Against
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Abstentions
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Broker
Non-Votes
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14,559,216
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388,799
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111,846
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6,363,508
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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.
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iRobot Corporation
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May 24, 2018
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By:
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/s/ Glen D. Weinstein
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Name:
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Glen D. Weinstein
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Title:
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Chief Legal Officer and Secretary
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