LeapFrog 2011 Annual Report Download - page 138

and corporate governance committee conducts any appropriate and necessary inquiries into the backgrounds
and qualifications of possible candidates after considering the function and needs of the board. The
nominating and corporate governance committee meets to discuss and consider the candidates’ qualifications
and then selects a nominee for recommendation to the board by majority vote.
The nominating and corporate governance committee will consider director candidates recommended by
stockholders. The nominating and corporate governance committee does not intend to alter the manner in
which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the
candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for
consideration by the nominating and corporate governance committee to become nominees for election to the
board for next year’s annual meeting of stockholders may do so by delivering a written recommendation to
the nominating and corporate governance committee at the following address: Chair of the nominating and
corporate governance committee c/o Corporate Secretary of LeapFrog at 6401 Hollis Street, Suite 100,
Emeryville, California 94608, by December 21, 2012. Submissions must include the full name of the proposed
nominee, a description of the proposed nominee’s business experience for at least the previous five years,
complete biographical information, a description of the proposed nominee’s qualifications as a director and a
representation that the nominating stockholder is a beneficial or record owner of our Class A or Class B
common stock. Any such submission must be accompanied by the written consent of the proposed nominee to
be named as a nominee and to serve as a director if elected.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board has adopted written Corporate Governance Guidelines to assure that the board will have the
necessary authority and practices in place to review and evaluate our business operations as needed and to
make decisions that are independent of our management. The guidelines are also intended to align the
interests of directors and management with those of our stockholders. The Corporate Governance Guidelines
set forth the practices the board intends to follow with respect to board composition and selection, board
meetings and involvement of senior management, CEO performance evaluations and succession planning, and
board committees and compensation. The nominating and corporate governance committee assists the board in
implementing and adhering to the Corporate Governance Guidelines.
Corporate Governance Materials
Our Corporate Governance Guidelines, as well as the charters for each committee of the board, are
posted on the investor relations section of our website at www.leapfroginvestor.com under the heading
‘‘Corporate Governance.’’ In addition, stockholders may obtain a print copy of our Corporate Governance
Guidelines as well as the charters of our audit committee, compensation committee and nominating and
corporate governance committee by writing to our Corporate Secretary at 6401 Hollis Street, Suite 100,
Emeryville, California 94608.
Code of Ethics
We have adopted the LeapFrog Code of Business Conduct and Ethics that applies to all officers, directors
and employees. Our Code of Business Conduct and Ethics are available on the investor relations section of
our website at www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’ Stockholders may also
obtain a print copy of our Code of Business Conduct and Ethics and our Corporate Governance Guidelines by
writing to our Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California 94608. If we make
any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a
provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly
disclose the nature of the amendment or waiver on the investor relations section of our website at
www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’
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