IROBOT CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Elect one (1) Class I director (Eva Manolis), to serve for a three-year term: Eva Manolis

IROBOT CORP.’s own tally for this item (“Elect Director: Eva Manolis”): 11,789,652 for, 425,189 against, per its Form 8-K filed May 23, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 57 asset managers below reported 5,479,411 for.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: To approve and adopt the Agreement and Plan of Merger, dated as of August 4, 2022, as amended by the Amendment to Agreement and Plan of Merger, dated as of July 24, 2023, by and among iRobot Corporation, a Delaware corporation ("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"), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with iRobot surviving the merger;

IROBOT CORP.’s own tally for this item (“1. The Merger 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”): 19,526,072 for, 151,592 against — passed, per its Form 8-K filed October 12, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger 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 Amazon.com, Inc”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 75 asset managers below reported 10,900,894 for, 69,733 abstained.

Showing the 25 largest of 75 asset managers. See all 75 in the interactive database.

Description as filed by funds: Approve amendments to our Existing Certificate to declassify the board of directors.

IROBOT CORP.’s own tally for this item (“4. Amendments to the Company's amended and restated certificate of incorporation to declassify the Board of Directors”): 11,934,012 for, 278,732 against — failed, per its Form 8-K filed May 23, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “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.”
Not approved under the vote the filing states was required: “75% of the outstanding”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“75% of the outstanding”).

The 57 asset managers below reported 5,479,411 for.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: Approve amendments to our Existing Certificate to limit the liability of certain officers in certain circumstances as permitted by recent amendments to the Delaware General Corporation Law.

IROBOT CORP.’s own tally for this item (“6. Amendment to the Company's amended and restated certificate of incorporation to limit the liability of certain officers in certain circumstances as permitted by recent amendments to the Delaware General Corporation La”): 11,126,036 for, 1,086,383 against — failed, per its Form 8-K filed May 23, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Proposal 6 The amendment to the Company's amended and restated certificate of incorporation to limit the liability of certain officers in certain circumstances as permitted by recent amendments to the Delaware General Corporation Law was not approved, as the affirmative vote of holders of a majorit…”
Not approved under the vote the filing states was required: “majority of the outstanding”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a majority of the shares outstanding (“majority of the outstanding”).

The 57 asset managers below reported 5,194,401 for, 285,010 against.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: Approve amendments to our amended and restated certificate of incorporation ("Existing Certificate") to eliminate supermajority voting requirements.

IROBOT CORP.’s own tally for this item (“3. Amendments to the Company's amended and restated certificate of incorporation to eliminate supermajority voting standards”): 11,924,185 for, 294,012 against — failed, per its Form 8-K filed May 23, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “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.”
Not approved under the vote the filing states was required: “75% of the outstanding”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“75% of the outstanding”).

The 57 asset managers below reported 5,479,411 for.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: Approve amendments to our Existing Certificate to eliminate the prohibition on stockholders' ability to call a special meeting.

IROBOT CORP.’s own tally for this item (“5. Amendments to the Company's amended and restated certificate of incorporation to eliminate the prohibition on stockholders' ability to call a special meeting”): 11,940,210 for, 280,624 against — failed, per its Form 8-K filed May 23, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “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.”
Not approved under the vote the filing states was required: “75% of the outstanding”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“75% of the outstanding”).

The 57 asset managers below reported 5,479,411 for.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: 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 merger agreement.

The 73 asset managers below reported 10,206,583 for, 669,016 against, 72,368 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: Approve an amendment to the iRobot Corporation 2018 Stock Option and Incentive Plan, as amended (the "2018 plan"), to increase the maximum number of shares reserved and issuable under the 2018 Plan.

IROBOT CORP.’s own tally for this item (“7. As discussed in Item 5.02 above, the Plan Amendment to increase the maximum number of shares of Common Stock reserved and issuable under the 2018 Plan”): 8,921,523 for, 3,118,755 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 7 As discussed in Item 5.02 above, the Plan Amendment to increase the maximum number of shares of Common Stock reserved and issuable under the 2018 Plan was approved.”
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 57 asset managers below reported 4,783,057 for, 696,354 against.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.

Description as filed by funds: To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to iRobot's named executive officers in connection with the merger; and

IROBOT CORP.’s own tally for this item (“2. The Compensation 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”): 14,632,427 for, 4,914,228 against — passed, per its Form 8-K filed October 12, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The following advisory votes were cast at the Special Meeting (in person or by proxy) and the non-binding proposal was approved:”
Support: 75% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 72 managers: 7,673,112 for, 3,173,534 against, 48,716 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 221 managers: 4,562,997 for, 3,226,148 against, 11 withheld, 56,855 abstained, 22 not voted. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement.

IROBOT CORP.’s own tally for this item (“8. Non-binding, advisory proposal to approve the compensation of our named executive officers”): 11,269,907 for, 922,741 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 8 The non-binding, advisory proposal to approve the compensation of our named executive officers was approved.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 54 managers: 5,303,890 for, 122,816 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 183 managers: 7,400,426 for, 228,964 against, 11 withheld. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 1 managers: 22,650 for.

Institutional-manager reports, all 4 managers: 17,734 for.

Description as filed by funds: Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

IROBOT CORP.’s own tally for this item (“2. Appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the 2024 fiscal year”): 18,747,632 for, 681,468 against — passed, per its Form 8-K filed May 23, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for the 2024 fiscal year was ratified.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 57 asset managers below reported 5,314,784 for, 164,627 against.

Showing the 25 largest of 57 asset managers. See all 57 in the interactive database.