Current Report Filing (8-k)

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 25, 2021

iROBOT CORPORATION

(Exact Name of Registrant as Specified in its Charter)


	Delaware
	(State or other jurisdiction of incorporation)
001-36414		77-0259335
(Commission File Number)		(I.R.S. Employer Identification No.)

8 Crosby Drive

Bedford, MA 01730

(Address of principal executive offices, including 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 2021 annual meeting of stockholders on May 25, 2021 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 12, 2021. The final voting results from the meeting are set forth below.

Proposal 1

Colin M. Angle, Deborah G. Ellinger and Eva Manolis 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:


Name	For	Against	Abstain	Broker Non-Votes
Colin M. Angle	19,598,411	393,089	97,691	3,554,106
Deborah G. Ellinger	19,866,676	187,644	34,871	3,554,106
Eva Manolis	19,988,122	64,283	36,786	3,554,106

Proposal 2

The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the 2021 fiscal year was ratified. Votes were as follows:


For	Against	Abstentions	Broker Non-Votes
22,997,274	590,934	55,089	—

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
19,969,407	80,058	39,726	3,554,106

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
19,992,568	51,998	44,625	3,554,106

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
19,994,600	50,028	44,563	3,554,106

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
18,854,454	1,141,246	93,491	3,554,106

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.