8-K
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): March 10, 2016
iROBOT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | |
| (State or other jurisdiction of incorporation or organization) | |
001-36414 | | 77-0259 335 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
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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)
þ 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 10, 2016, George McNamee informed the Board of Directors (the “Board”) of iRobot Corporation (the “Company”) that he will retire from the Board following the end of his term at the Company’s upcoming 2016 annual meeting of stockholders. Mr. McNamee’s decision did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On March 13, 2016, the Board, based on the recommendation of the Nominating and Corporate Governance Committee, elected Michael Bell to the Board. Mr. Bell will stand for election at the Company’s upcoming 2016 annual meeting of stockholders. The Company expects that Mr. Bell will be appointed to serve on the Audit Committee.
In connection with his election to the Board, Mr. Bell will be awarded restricted stock units under the Company’s 2015 Stock Option and Incentive Plan having a fair market value of $220,000, measured at the end of the tenth week of the Company’s first fiscal quarter, in accordance with the Company’s director compensation practices. There are no understandings or arrangements between Mr. Bell and any other person pursuant to which Mr. Bell 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 March 14, 2016, the Company issued a press release announcing Mr. Bell’s election to the Board and other governance matters. The full text of the 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 (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 March 14, 2016, 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.
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| | iRobot Corporation |
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March 14, 2016 | | By: /s/ Glen D. Weinstein |
| | Name: Glen D. Weinstein |
| | Title: Chief Legal Officer and Secretary |
EXHIBIT INDEX
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Exhibit Number | | Description | | |
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99.1 | | Press Release issued by the registrant on March 14, 2016, furnished herewith. |
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