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): November 17, 2021
(Exact Name of Registrant as Specified in its Charter)
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| (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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 November 17, 2021, 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”) appointed Karen Golz to the Board. Ms. Golz was also appointed to the Audit Committee of the Board.
In connection with Ms. Golz’s appointment to the Board, she will receive a pro rata portion of the $175,000 annual grant of restricted stock units granted to non-employee directors of the Company under the Company’s 2018 Stock Option and Incentive Plan during fiscal year 2021, having a fair market value of $90,616, measured at the end of the tenth week of the Company’s fourth fiscal quarter. This award will vest in full on the first anniversary of such grant. Ms. Golz will receive compensation for her Board service in accordance with the Company’s compensation policy for non-employee directors and will enter into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its directors. There are no understandings or arrangements between Ms. Golz and any other person pursuant to which Ms. Golz was elected as a director. Ms. Golz does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 17, 2021, Elisha Finney resigned from the Board, effective immediately. Ms. Finney’s decision to resign from the Board was due to personal reasons and did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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 November 17, 2021, the Company issued a press release announcing Ms. Golz’s 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.
(d) Exhibits:
Exhibit No. | Description | |||||||
Press Release issued by the registrant on November 17, 2021, furnished herewith. | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: November 17, 2021 | iRobot Corporation | |||||||
| By: /s/ Glen D. Weinstein | ||||||||
| Name: Glen D. Weinstein | ||||||||
| Title: Chief Legal Officer and Secretary | ||||||||
EX-99.1
| Contacts: | ||||||||||||||
| Andrew Kramer | Charlie Vaida | |||||||||||||
| Investor Relations | Media Relations | |||||||||||||
| iRobot Corp. | iRobot Corp. | |||||||||||||
| (781) 430-3003 | (781) 430-3182 | |||||||||||||
| akramer@irobot.com | cvaida@irobot.com | |||||||||||||
iRobot Names Karen Golz to Board of Directors
BEDFORD, Mass., November 17, 2021 – iRobot Corp. (NASDAQ: IRBT), a leader in consumer robots, announced the addition of Karen Golz, former Global Vice Chair of Ernst & Young (EY), to its board of directors. Ms. Golz brings extensive domestic and international experience working with global organizations on complex issues involving accounting, auditing, risk and regulatory matters.
As a global leader in accounting, auditing, financial reporting and ethics, Ms. Golz has served as an advisor to boards, audit committees and management of EY clients, in addition to EY’s senior leadership. Ms. Golz is an experienced board and audit committee member and currently serves on the boards of Analog Devices, Inc., Aspen Technology, Inc. and Osteon Holdings/Exactech, a private company controlled by TPG. Ms. Golz is also a National Association of Corporate Directors (NACD) Board Leadership Fellow.
“Karen’s deep financial background, coupled with her knowledge of international accounting and regulatory needs for scaling high growth companies, will be tremendous assets as iRobot continues to expand its operations globally, diversify its portfolio and maximize value for its shareholders,” said Colin Angle, chairman and CEO of iRobot. “Karen will be an essential member of iRobot’s team, and we are excited to welcome her to the board.”
“I am excited to join iRobot’s board of directors and work with its leadership team as the company continues to grow and expand the reach and breadth of its product portfolio,” said Karen Golz. “iRobot has tremendous opportunities as a provider of home robotics and intelligent home innovations that make life better, and I look forward to playing a part in the company’s success moving forward.”
iRobot also announced that Elisha Finney will be stepping down from the company’s board of directors for personal reasons, effective immediately. With today’s changes, iRobot’s board of directors remains composed of 9 directors, 8 of whom are independent within the meaning of the director independence standards of Nasdaq and applicable rules of the SEC.
“We thank Elisha for the many contributions she has made since joining the Board in 2017, and we wish her the best as she moves on to new opportunities,” continued Angle. “As Elisha steps down, the addition of Karen, and her extensive financial experience, ensures that the Board is well positioned to continue delivering on its responsibilities.”
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 30 million robots worldwide. iRobot's product line, including the Roomba and the Braava®
iRobot.com iRobot Corporation | 8 Crosby Drive, Bedford MA 01730 | 781.430.3000family 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.
iRobot.com iRobot Corporation | 8 Crosby Drive, Bedford MA 01730 | 781.430.3000