LeapFrog 2012 Annual Report Download - page 103
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Tax Fees
The aggregate fees billed by Ernst & Young for tax services were $20,000 for 2012 and $75,710 for
2011, and included a review of our U.S. federal and California state tax returns. In addition, our 2011 fees
included a study of our 2010 research and development credits.
All Other Fees
There were $16,200 in other fees paid to Ernst & Young in 2012, which corresponded to a review of the
Company’s response to an SEC comment letter and specific unrelated inquiries to the audit committee. There
were no other fees paid to Ernst & Young in 2011.
Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public
Accounting Firm
The audit committee’s charter requires it to pre-approve all audit and non-audit services performed by the
independent registered public accounting firm. As permitted by the charter, the audit committee has delegated
to the Chair of the audit committee the authority to grant such pre-approvals, provided that all approvals made
by the Chair are presented to the full audit committee for its ratification at each of its scheduled meetings. In
determining whether to approve audit and non-audit services to be performed by Ernst & Young, the audit
committee takes into consideration (i) the fees to be paid for such services and whether such fees would affect
the independence of the independent registered public accounting firm in performing its audit function and,
(ii) with respect to just non-audit services, whether the performance of such services is compatible with
maintaining the independence of the independent registered public accounting firm in performing its audit
function and will not include the prohibited activities set forth in Section 201 of the Sarbanes-Oxley Act of
2002. The audit committee has determined that the rendering of the services other than audit services by Ernst
& Young in 2012 and 2011 was compatible with maintaining the registered public accounting firm’s
independence.
Required Vote
Ratification of the appointment of Ernst & Young as our independent registered public accounting firm
for the fiscal year ending December 31, 2013 requires a ‘‘FOR’’ vote from a majority of the voting power
present and entitled to vote either in person or by proxy on the proposal in order to pass. If you ‘‘Abstain’’
from voting, it will have the same effect as an ‘‘Against’’ vote. If you return a signed and dated proxy card or
otherwise complete a ballot or voting instructions without marking your selections, your shares will be voted
‘‘FOR’’ ratification of the appointment of Ernst & Young.
Recommendation
The Board of Directors recommends a vote FOR Proposal Two.
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