LeapFrog 2011 Annual Report Download - page 110

to be non-routine and, therefore, brokers and other nominees will not be able to vote in the election of directors
unless they receive instructions from the beneficial owners of the shares.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count
‘‘For’’ and ‘‘Withhold’’ votes and any broker non-votes for the election of directors. Broker non-votes will not
count for or against any nominees.
With respect to the ratification of Ernst & Young and the approval of the amendment to the 2011 EIP, the
inspector of election will separately count ‘‘For’’ and ‘‘Against’’ votes. Abstentions will be counted towards
the vote total for the proposal, and will have the same effect as ‘‘Against’’ votes. Broker non-votes will have
no effect and will not be counted towards the vote total for the proposal.
How many votes are needed to approve each of the proposals?
•Proposal 1 — Election of our eight nominees for director. The eight nominees receiving the
most ‘‘For’’ votes (among votes properly cast in person or by proxy) will be elected. Broker non-
votes will have no effect.
•Proposal 2 — Ratification of the selection by the audit committee of our board of directors of
Ernst & Young LLP as the independent registered public accounting firm of LeapFrog for our
fiscal year ending December 31, 2012. This proposal must receive a ‘‘For’’ vote from the holders
of a majority of the voting power present and entitled to vote either in person or by proxy on the
proposal. If you ‘‘Abstain’’ from voting, it will have the same effect as an ‘‘Against’’ vote.
•
Proposal 3 — Approval of an amendment to the 2011 EIP. This proposal must receive a ‘‘For’’ vote
from the holders of a majority of the voting power present and entitled to vote either in person or by
proxy on the proposal. If you ‘‘Abstain’’ from voting, it will have the same effect as an ‘‘Against’’ vote.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at the
meeting there is present in person or represented by proxy the holders of outstanding shares of Class A and
Class B common stock entitled to cast a majority of the votes that could be cast by all outstanding shares of
Class A and Class B common stock voting together as a class. On the record date, there were 55,623,814
shares of Class A common stock outstanding and 11,113,354 shares of Class B common stock outstanding, all
of which are entitled to vote and represent a total 166,757,354 votes. Thus, holders of shares representing at
least 83,378,678 votes must be present in person or represented by proxy at the meeting to have a quorum.
Shares that are voted in person or by proxy are treated as being present at the meeting for purposes of
establishing a quorum. Abstentions and broker non-votes will also be counted for purposes of calculating
whether a quorum is present at the annual meeting. If there is no quorum, the holders of shares representing a
majority of the votes present at the meeting may adjourn the meeting to another date.
How many votes do I have?
On each matter to be voted upon, for holders of our Class A common stock, you have one vote for each
share of Class A common stock you owned as of April 11, 2012, and for holders of our Class B common
stock, you have ten votes for each share of Class B common stock you owned as of April 11, 2012.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published
in a current report on Form 8-K that we expect to file within four business days after the annual meeting. If
final voting results are not available to us in time to file a Form 8-K within four business days after the
meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the
final results are known to us, file an additional Form 8-K to publish the final results.
4