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): July 8, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2019, 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 Eva Manolis to the Board. Ms. Manolis has not been elected to any committees of the Board at this time.
As part of the Company’s annual equity grant to members of the Board, Ms. Manolis will be awarded restricted stock units under the Company’s 2018 Stock Option and Incentive Plan having a fair market value of $175,000, measured at the end of the tenth week of the Company’s third fiscal quarter. There are no understandings or arrangements between Ms. Manolis and any other person pursuant to which Ms. Manolis 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 July 9, 2019, the Company issued a press release announcing Ms. Manolis’ election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current 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, as amended (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, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
Press Release issued by the registrant on July 9, 2019, 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 | ||
July 9, 2019 | By: /s/ Glen D. Weinstein | |
Name: Glen D. Weinstein | ||
Title: Chief Legal Officer and Secretary | ||
EX-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 Appoints Eva Manolis to Board of Directors
BEDFORD, Mass., July 9, 2019 - iRobot Corp. (NASDAQ: IRBT), the leader in consumer robots, today announced the addition of Eva Manolis to its board of directors. Ms. Manolis brings more than 30 years of product development and global ecommerce experience within the consumer technology space to iRobot as the company focuses on growing digital capabilities for its ecosystem of home robots.
Most recently, Ms. Manolis served as vice president of consumer shopping at Amazon.com, Inc. from 2010 - 2016. There, she was responsible for worldwide innovative shopping experiences, including the development of features and services for the company’s mobile app and website on a global scale. At Amazon, Ms. Manolis was successful in developing and growing customer adoption of technologies, products, programs and services across a variety of categories including consumer electronics. Prior to her role as vice president of consumer shopping, Ms. Manolis served as vice president of web and mobile retail applications from 2008 - 2010 and vice president of global retail applications from 2005 - 2008. Ms. Manolis also founded Shutterfly, Inc. in 1999 and served as executive vice president of products, services and strategy until 2002. At Shutterfly, she was responsible for the vision, architecture, design and development of the company’s website from inception to profitability. She currently serves on the board of directors at Shutterfly and Fair Isaac Corporation.
“We are excited to welcome Eva to iRobot’s board of directors,” said Colin Angle, chairman and chief executive officer of iRobot. “Her experience in identifying and developing technologies that address emerging consumer needs, and her ability to invest and build partnerships that expand organizational capabilities, will be a tremendous asset as iRobot continues to grow its product and digital offerings.”
“I am excited to join the board of directors and to work with the leadership team at iRobot,” said Ms. Manolis. “iRobot continues to innovate through the development of new products, technologies and features. I look forward to working with the team to explore new solutions and ways to enhance the customer experience in the years ahead.”
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® Robot Vacuum in 2002. Today, iRobot is a global enterprise that has sold more than 25 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 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.