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 20, 2020
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation) | ||
(Commission File Number) | (I.R.S. Employer Identification No.) | |
(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):
Securities registered pursuant to Section 12(b) of the Act:
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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 (§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 2020 annual meeting of stockholders on May 20, 2020 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 6, 2020. The final voting results from the meeting are set forth below.
Proposal 1
Andrew Miller, Elisha Finney and Michelle V. Stacy were elected as Class III 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 |
Andrew Miller | 12,890,780 | 446,016 | 63,824 | 6,772,725 |
Elisha Finney | 13,216,062 | 129,140 | 55,418 | 6,772,725 |
Michelle V. Stacy | 13,212,489 | 132,808 | 55,323 | 6,772,725 |
Proposal 2
The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the 2020 fiscal year was ratified. Votes were as follows:
For | Against | Abstentions | Broker Non-Votes |
19,371,891 | 705,401 | 96,053 | — |
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 |
13,190,094 | 161,387 | 49,139 | 6,772,725 |
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 |
13,230,665 | 75,909 | 94,046 | 6,772,725 |
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 |
13,232,040 | 115,547 | 53,033 | 6,772,725 |
Proposal 6
The amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan (the "2018 Plan") to increase the maximum number of shares reserved and issuable under the 2018 Plan was approved. Votes were as follows:
For | Against | Abstentions | Broker Non-Votes |
12,948,478 | 384,163 | 67,979 | 6,772,725 |
Proposal 7
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 |
12,861,084 | 344,716 | 194,820 | 6,772,725 |
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.
Date: May 21, 2020 | iRobot Corporation | |
By: /s/ Glen D. Weinstein | ||
Name: Glen D. Weinstein | ||
Title: Chief Legal Officer and Secretary | ||