Virtual Special Meeting of Stockholders
Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “special meeting”) of iRobot, a Delaware corporation (“iRobot” or the “Company”), to be held virtually on October 12, 2023, at 8:30 a.m. Eastern Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/IRBT2023SM , for the following purposes:
- To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 4, 2022 (the “original merger agreement”), as amended by the Amendment to Agreement and Plan of Merger, dated as of July 24, 2023 (the “merger agreement amendment”), by and among iRobot, Amazon.com, Inc., a Delaware corporation (“Amazon.com”), and Martin Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Amazon.com (“Merger Sub”) (the original merger agreement, as amended by the merger agreement amendment, the “amended merger agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger;
- To consider and vote on the proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger (the “compensation proposal”); and
- To consider and vote on the proposal to approve the adjournment from time to time of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to approve and adopt the amended merger agreement (the “adjournment proposal”).
Only stockholders of record as of the close of business on August 22, 2023, are entitled to notice of the special meeting and to vote at the special meeting or any adjournment, postponement or other delay thereof.
Please Vote Your Shares:
Even if you currently plan to attend the special meeting virtually, we encourage stockholders to vote promptly by proxy, to ensure that your shares are represented. If you later attend and vote at the special meeting virtually, such vote will revoke any proxy previously submitted. If you fail to vote or abstain from voting, the effect will be the same as a vote “AGAINST” the approval and adoption of the amended merger agreement.
You may vote in the following ways:
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By Telephone |
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By Internet |
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By Mail |
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During the Special Meeting |
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You can vote by telephone by calling the telephone number indicated on your proxy card or voting instruction form and follow the easy prompts. |
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You can access the voting site indicated on the enclosed proxy card or voting instruction form and follow the simple instructions. If you had earlier consented to receiving proxy materials by email, you may simply click the "VOTE NOW" button in the accompanying email. |
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You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. |
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You can vote by attending the special meeting virtually by going to www.virtualshareholdermeeting.com/IRBT2023SM. Please refer to the section entitled "The Special Meeting — Date, Time and Place of the Special Meeting" for further information regarding attending the special meeting virtually. |
If you hold your shares in "street name," you may not vote your shares virtually at the special meeting unless you obtain a "legal proxy" from your bank, broker or other nominee.
The iRobot Board of Directors (the “iRobot board of directors”) has unanimously determined that the merger is advisable and in the best interests of the Company and its stockholders, and unanimously approved and declared advisable the amended merger agreement, the merger and the other transactions contemplated by the amended merger agreement. The iRobot board of directors unanimously recommends that the stockholders of iRobot vote (1) “FOR” the proposal to approve and adopt the amended merger agreement, (2) “FOR” the compensation proposal, and (3) “FOR” the adjournment proposal. If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” each of the foregoing proposals in accordance with the recommendation of the iRobot board of directors.
Your vote is important, regardless of the number of shares of common stock you own. Please make sure your voice is heard in this important matter related to your investment. The approval and adoption of the amended merger agreement requires the affirmative vote of holders of a majority of all outstanding shares of common stock entitled to vote thereon and is a condition to the completion of the merger. Assuming a quorum is present at the special meeting, each of the compensation proposal and the adjournment proposal requires the affirmative vote of a majority of the votes properly cast for and against that proposal, but is not a condition to the completion of the merger. The entry into the merger agreement amendment necessitates a new vote with respect to the merger, so despite the fact that you may have voted on the original merger agreement in connection with the October 17, 2022 special meeting of iRobot stockholders (the “original special meeting”), iRobot is asking for your vote again.
Stockholders or beneficial owners who continuously hold their shares of common stock of iRobot through the effective date of the merger, who do not vote in favor of the proposal to approve and adopt the amended merger agreement, who properly demand in writing an appraisal of their shares delivered to the Company prior to the taking of the vote on the proposal to approve and adopt the amended merger agreement and who comply with, and do not validly withdraw their demands or otherwise lose their appraisal rights under, the applicable provisions of Section 262 of the DGCL, the provision of which are summarized in the section entitled “Appraisal Rights of iRobot Stockholders” in the accompanying proxy statement and a copy of which is attached to the proxy statement as Annex D, will be entitled to appraisal rights to receive, in cash, the fair value of their shares of common stock of iRobot as determined by the Delaware Court of Chancery, subject to the terms of Section 262..
You may revoke your proxy at any time before the vote is taken at the special meeting. You may revoke your proxy by notifying the Company at iRobot Corporation, 8 Crosby Drive, Bedford, Massachusetts 01730, Attention: Secretary, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting virtually; however, simply attending the special meeting will not cause your proxy to be revoked.
Before voting your shares, you should read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement. To view the proxy statement, click here.