IROBOT CORP. 2024-2025 Proxy Voting Records

Description as filed by funds: Elect two (2) Class II directors, nominated by the board of directors, each to serve for a three-year term, and until his successor has been duly elected and qualified or until his earlier death, resignation or removal: Julien Mininberg

IROBOT CORP.’s own tally for this item (“Elect Director: Julien Mininberg”): 9,150,019 for, 1,445,716 against, per its Form 8-K filed May 20, 2025 (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: 86% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 3,927,541 for, 1,005,110 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: Elect two (2) Class II directors, nominated by the board of directors, each to serve for a three-year term, and until his successor has been duly elected and qualified or until his earlier death, resignation or removal: Neal Goldman

IROBOT CORP.’s own tally for this item (“Elect Director: Neil Goldman”): 9,418,018 for, 1,235,238 against, per its Form 8-K filed May 20, 2025 (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: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 4,030,700 for, 901,951 against.

Showing the 25 largest of 45 asset managers. See all 45 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”): 10,338,797 for, 327,701 against — failed, per its Form 8-K filed May 20, 2025 (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 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: 97% 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 45 asset managers below reported 4,932,651 for.

Showing the 25 largest of 45 asset managers. See all 45 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 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 the Delaware General Corporation Law”): 9,578,748 for, 1,112,071 against — failed, per its Form 8-K filed May 20, 2025 (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 the Delaware General Corporation Law was not approved, as the affirmative vote of holders of a majority of the outstanding …”
Not approved under the vote the filing states was required: “majority of the outstanding”
Support: 90% 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 45 asset managers below reported 4,609,344 for, 323,307 against.

Showing the 25 largest of 45 asset managers. See all 45 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”): 10,295,982 for, 409,587 against — failed, per its Form 8-K filed May 20, 2025 (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: 96% 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 45 asset managers below reported 4,932,651 for.

Showing the 25 largest of 45 asset managers. See all 45 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”): 10,241,135 for, 454,516 against — failed, per its Form 8-K filed May 20, 2025 (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: 96% 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 45 asset managers below reported 4,869,357 for, 63,294 against.

Showing the 25 largest of 45 asset managers. See all 45 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 for issuance 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”): 5,571,002 for, 5,126,315 against — passed, per its Form 8-K filed May 20, 2025 (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: 52.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 3,388,708 for, 1,544,109 against.

Showing the 25 largest of 46 asset managers. See all 46 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 the Company's named executive officers”): 9,296,483 for, 1,351,889 against — passed, per its Form 8-K filed May 20, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 8 The non-binding, advisory proposal to approve the compensation of the Company's named executive officers was approved.”
Support: 87% 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 43 managers: 4,370,570 for, 562,080 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 161 managers: 4,356,736 for, 157,096 against, 11 abstained, 20 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratify the appointment of PricewaterhouseCoopers LLP as the Company's 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 2025 fiscal year”): 19,112,583 for, 709,866 against — passed, per its Form 8-K filed May 20, 2025 (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 2025 fiscal year was ratified.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 4,869,403 for, 63,248 against.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.