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
99.1 Press Release issued by the registrant on November 17, 2021,
furnished herewith.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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