Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of iRobot Corporation (the "Company" or
"iRobot") held on October 17, 2022 (the "Special Meeting"), the Company's
stockholders voted to approve the Company's pending acquisition by Amazon.com,
Inc. ("Amazon.com"). As of the date of this Current Report on Form 8-K, the
transaction is expected to close promptly after all required regulatory
clearances have been received, and subject to the satisfaction of other
customary closing conditions.
As of September 2, 2022, the record date for the Special Meeting, there were
27,233,499 shares of iRobot common stock, par value $0.01 per share ("Common
Stock"), outstanding, each of which was entitled to one (1) vote for each
proposal at the Special Meeting. At the Special Meeting, a total of 20,033,853
shares of Common Stock, representing approximately 73.56% of the shares of
Common Stock issued and outstanding and entitled to vote, were present virtually
or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company's stockholders voted on the proposals listed
below. The proposals are described in detail in the Company's definitive proxy
statement for the Special Meeting filed with the Securities and Exchange
Commission (the "SEC") on September 7, 2022 (the "Proxy Statement"). The final
results for the votes regarding each proposal are set forth below. There were no
recorded broker non-votes.
Proposal 1: The Merger Proposal
To approve and adopt the Agreement and Plan of Merger, dated as of August 4,
2022 (as it may be amended from time to time, the "merger agreement"), by and
among Amazon.com, Martin Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Amazon.com ("Merger Sub"), and iRobot, pursuant to which
Merger Sub will be merged with and into iRobot (the "merger"), with iRobot
surviving the merger.
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
19,349,045 631,570 53,238
Proposal 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.
The following advisory votes were cast at the Special Meeting (in person or by
proxy) and the non-binding proposal was approved:
Votes
Votes For Against Abstentions
18,031,828 1,539,980 462,045
Proposal 3: The Adjournment Proposal
The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, to solicit additional proxies if there
were insufficient votes to adopt the Merger Agreement, was not voted upon at the
Special Meeting since there were sufficient votes to approve proposal 1.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. These
forward-looking statements are based on the Company's current expectations,
estimates and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by the Company and Amazon, all
of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the ability of the
parties to consummate the proposed transaction in a timely manner or at all;
(ii) the satisfaction (or waiver) of closing conditions to the consummation of
the proposed transaction; (iii) potential delays in consummating the proposed
transaction; (iv) the ability of the Company to timely and successfully achieve
the anticipated benefits of the proposed transaction; (v) the occurrence of any
event, change or other circumstance or condition that could give rise to the
termination of the merger agreement; (vi) the impact of the COVID-19 pandemic
and the current conflict between the Russian Federation and Ukraine on the
Company's business and general economic conditions; (vii) the Company's ability
to implement its business strategy; (viii) significant transaction costs
associated with the proposed transaction; (ix) potential litigation relating to
the proposed transaction; (x) the risk that disruptions from the proposed
transaction will harm the Company's business, including current plans and
operations; (xi) the ability of the Company to retain and hire key personnel;
(xii) potential adverse reactions or changes to business relationships resulting
from the announcement or completion of the proposed transaction;
(xiii) legislative, regulatory and economic developments affecting the Company's
business; (xiv) general economic and market developments and conditions;
(xv) the evolving legal, regulatory and tax regimes under which the Company
operates; (xvi) potential business uncertainty, including changes to existing
business relationships, during the pendency of the merger that could affect the
Company's financial performance; (xvii) restrictions during the pendency of the
proposed transaction that may impact the Company's ability to pursue certain
business opportunities or strategic transactions; and (xviii) unpredictability
and severity of catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as the Company's response
to any of the aforementioned factors. These risks, as well as other risks
associated with the proposed transaction, are more fully discussed in the Proxy
Statement. Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the forward-looking
statements are included under the caption "Risk Factors" in the Company's most
recent annual and quarterly reports filed with the SEC and any subsequent
reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time and
available at www.sec.gov. While the list of factors presented here is, and the
list of factors presented in the Proxy Statement is, considered representative,
no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability and similar
risks, any of which could have a material adverse effect on the Company's
financial condition, results of operations, or liquidity. The forward-looking
statements included herein are made only as of the date hereof. The Company does
not assume any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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