As previously disclosed, on August 4, 2022, iRobot Corporation, a Delaware corporation
(iRobot or the Company), entered into an Agreement and Plan of Merger (the Merger Agreement), with Amazon.com, Inc., a Delaware corporation (Amazon.com) and Martin Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Amazon.com (Merger Sub), pursuant to which Merger Sub will merge with and into the Company (the Merger), with the Company surviving the Merger as an indirect wholly-owned
subsidiary of Amazon.com. On September 7, 2022, iRobot filed its definitive proxy statement on Schedule 14A (the Definitive Proxy Statement), as such may be supplemented from time to time, with the Securities and Exchange Commission
(the SEC) with respect to the special meeting of iRobots stockholders scheduled to be held on October 17, 2022 (the special meeting).
This Schedule 14A (the Schedule) is being filed to update and supplement the Definitive Proxy Statement. The information contained in this
Schedule is incorporated by reference into the Definitive Proxy Statement and should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety.
In connection with the Merger Agreement, four complaints have been filed as individual actions in United States District Courts. Three cases have been filed
in the United States District Court for the Southern District of New York and are captioned Reid v. iRobot Corporation, et al., 1:22-cv-07498 (filed Sept. 1,
2022); Moore v. iRobot Corporation, et al., 1:22-cv-08445 (filed Oct. 4, 2022); and Montgomery v. iRobot Corporation, et al., 1:22-cv-08495 (filed Oct. 5, 2022). One case has been filed in the United States District Court for the District of Delaware and is captioned Dixon v. iRobot Corporation,
et al., 1:22-cv-01307 (filed Oct. 5, 2022). The foregoing complaints are referred to as the Merger Actions.
The Merger Actions generally allege that the Definitive Proxy Statement or the preliminary proxy statement filed by the Company with the SEC on
August 25, 2022 misrepresent and/or omit certain purportedly material information relating to the Companys financial projections, the analyses performed by the financial advisor to the iRobot Board of Directors in connection with the
Merger, potential conflicts of interest of the Companys officers and directors, and the events that led to the signing of the Merger Agreement. The Merger Actions assert violations of Section 14(a) of the Securities Exchange Act of 1934,
as amended (the Exchange Act), and Rule 14a-9 promulgated thereunder against all defendants (the Company and its Board of Directors) and violations of Section 20(a) of the Exchange Act against
the Companys directors. The Merger Actions seek, among other things, an injunction enjoining the stockholder vote on the Merger and the consummation of the Merger unless and until certain additional information is disclosed to iRobot
stockholders, rescission and damages if the Merger is consummated, costs of the action, including plaintiffs attorneys fees and experts fees, and other relief the court may deem just and proper.
The Company cannot predict the outcome of the Merger Actions. The Company believes that the Merger Actions are without merit, and iRobot and the individual
defendants intend to vigorously defend against the Merger Actions and any subsequently filed similar actions. If additional similar complaints are filed, absent new or significantly different allegations, the Company will not necessarily disclose
such additional filings.
While the Company believes that the disclosures set forth in the Definitive Proxy Statement comply fully with all applicable law
and denies the allegations in the pending Merger Actions described above, in order to moot plaintiffs disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the
Company has determined voluntarily to supplement certain disclosures in the Definitive Proxy Statement related to plaintiffs claims with the supplemental disclosures set forth in this Schedule (the Supplemental Disclosures).
Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in
the Merger Actions described above that any additional disclosure was or is required or material.
All page references used herein refer to pages in the
Definitive Proxy Statement before any additions or deletions resulting from the Supplemental Disclosures, and capitalized terms used below, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement. Underlined and
bolded text shows text being added to a referenced disclosure in the Definitive Proxy Statement and stricken-through text shows text being deleted from a referenced disclosure in the Definitive Proxy Statement. To the extent that information in this
Schedule differs from, or updates information contained in, the Definitive Proxy Statement, the information in this Schedule shall supersede or supplement the information in the Definitive Proxy Statement. The information contained in this Schedule
speaks only as of September 7, 2022, unless the information specifically indicates that another date applies. Except as otherwise described in this Schedule or the documents referred to, contained in or incorporated by reference in this
Schedule, the Definitive Proxy Statement, the annexes to the Definitive Proxy Statement and the documents referred to, contained in or incorporated by reference in the Definitive Proxy Statement are not otherwise modified, supplemented or amended.