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): June 25, 2018
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))
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2018, based on the recommendation of the Nominating and Corporate Governance Committee of iRobot Corporation (the “Company”), the Board of Directors of the Company (the “Board”) elected Ruey-Bin Kao to the Board. Dr. Kao has not been elected to any committees of the Board at this time.
In connection with his election to the Board, Dr. Kao will be awarded restricted stock units under the Company’s 2018 Stock Option and Incentive Plan having a fair market value of $220,000 in the third quarter of 2018. There are no understandings or arrangements between Dr. Kao and any other person pursuant to which Dr. Kao was elected as a director.
Information concerning the membership of the Board’s committees is publicly available on the Company’s website at http://www.irobot.com. The Company intends to disclose changes in the membership of the Board’s committees by posting this information on its website and/or in its public filings with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On June 26, 2018, the Company issued a press release announcing Dr. Kao’s election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1 Press Release issued by the registrant on June 26, 2018, furnished herewith.
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 | ||
June 26, 2018 | By: /s/ Glen D. Weinstein | |
Name: Glen D. Weinstein | ||
Title: Chief Legal Officer and Secretary | ||
Exhibit 99.1
Contacts: | ||||
Elise Caffrey | Charlie Vaida | |||
Investor Relations | Media Relations | |||
iRobot Corp. | iRobot Corp. | |||
(781) 430-3003 | (781) 430-3182 | |||
ecaffrey@irobot.com | cvaida@irobot.com | |||
iRobot Names Dr. Ruey-Bin Kao to Board of Directors
BEDFORD, Mass., June 26, 2018 - iRobot Corp. (NASDAQ: IRBT), a leader in consumer robots, today announced the addition of Ruey-Bin Kao, former chief executive officer, Greater China at Telstra Corporation Ltd. (ASX: TLS), to its board of directors. Kao has more than 30 years of expertise in technology, telecommunication, corporate governance, and consumer business.
Dr. Kao has held senior leadership roles, driving revenue growth and profitability, with numerous global companies including Telstra, Applied Materials, Hewlett-Packard, Motorola, Inc. and AT&T Bell Laboratories. Dr. Kao currently serves on the board of Want Want China Holdings Ltd. (HKEX: 151) and previously served as a board member for Autohome, Inc. (NYSE: ATHM) from 2014 to 2016. In addition to his public board experience, Kao served as a non-executive board member of Shenhua Group Corporation Ltd., now known as China Energy Investment Corporation Ltd., from 2006 to 2012 and has served on the board of China National Travel Services Group Corporation Ltd. since 2012. While most recently at Telstra, Dr. Kao’s management responsibilities included building strategic partnerships to enhance the brand, as well as developing and executing an effective growth strategy by identifying areas of potential in the rapidly evolving Greater China market.
“Ruey-Bin’s rich background in consumer technology and connected devices, cross-cultural management skills and diverse board experience will be integral in establishing iRobot globally in the connected space,” said Colin Angle, chairman and CEO of iRobot. “Ruey-Bin brings valuable insights to our team, and we are delighted to welcome him to the board.”
As iRobot continues to grow its global consumer robot business and expand its product offering, Dr. Kao’s understanding of the Internet of Things and mobile connectivity will be helpful to shaping the strategic direction of the company.
“Consumer robotics is a rapidly evolving industry. iRobot is in a prime position to continue scaling its business globally and build upon its leadership position,” said
Dr. Kao. “I look forward to joining the iRobot board and working with the executive team to strategically position the company for success in the years to come.”
On April 30, 2018, iRobot’s Board of Directors was named the 2018 Public Company Board of the Year by The National Association of Corporate Directors (NACD) New England Chapter, as part of the organization's annual Director of the Year Awards.
About iRobot Corporation
iRobot, the leading global consumer robot company, designs and builds robots that empower people to do more both inside and outside of the home. iRobot created the home robot cleaning category with the introduction of its Roomba® Vacuuming Robot in 2002. Today, iRobot is a global enterprise that has sold more than 20 million robots worldwide. iRobot's product line, including the Roomba and the Braava® family of mopping robots, feature proprietary technologies and advanced concepts in cleaning, mapping and navigation. iRobot's engineers are building an ecosystem of robots and technologies to enable the smart home. For more information about iRobot, please visit www.irobot.com.
For iRobot Investors
Certain statements made in this press release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This press release contains express or implied forward-looking statements relating to iRobot Corporation's expectations concerning management's plans, objectives and strategies. These statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. iRobot undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. For additional disclosure regarding these and other risks faced by iRobot, see the disclosure contained in our public filings with the Securities and Exchange Commission including, without limitation, our most recent Annual Report on Form 10-K.