LeapFrog 2012 Annual Report Download - page 95

Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record
holder of your shares, you may revoke your proxy in any one of four ways:
• You may submit another properly completed proxy card with a later date;
• You may grant a subsequent proxy through our Internet voting site;
• You may send a written notice that you are revoking your proxy to our Corporate Secretary at 6401
Hollis Street, Suite 100, Emeryville, California 94608-1463; or
• You may attend the annual meeting and vote in person. Simply attending the meeting will not, by
itself, revoke your proxy. Please remember, as mentioned above, if you are a beneficial owner of
shares you may not vote your shares in person at the meeting unless you request and obtain a valid
proxy from your broker, bank or other agent that holds your shares in street name.
When are stockholder proposals due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing
by December 26, 2013 to our Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California
94608-1463. If you wish to submit a proposal that is not to be included in next year’s proxy materials or
nominate a director, you must do so between December 26, 2013 and January 24, 2014. You are also advised
to review our bylaws, which contain additional requirements about advance notice of stockholder proposals
and director nominations.
What are broker non-votes? How do I vote if I hold my shares in street name?
A ‘‘broker non-vote’’ occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power with respect to that
proposal and has not received instructions with respect to that proposal from the beneficial owner (despite
voting on at least one other proposal for which it does have discretionary authority or for which it has
received instructions).
If your shares are held by your broker as your nominee (that is, in ‘‘street name’’), you will need to
obtain a proxy form from the institution that holds your shares and follow the instructions included on that
form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker,
your broker can vote your shares with respect to routine ‘‘discretionary’’ items, but not with respect to
‘‘non-discretionary’’ items under the rules of the New York Stock Exchange, or NYSE, on which your broker
may vote shares held in street name in the absence of your voting instructions. On non-discretionary items for
which you do not give your broker instructions, the shares will be treated as broker non-votes. Under NYSE
rules, elections of directors are considered 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, 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.
3