LeapFrog 2003 Annual Report Download - page 101

LEAPFROG ENTERPRISES, INC.
6401 Hollis Street, Suite 150,
Emeryville, CA 94608
PROXY STATEMENT
FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING
Why am I receiving these materials?
We sent you this proxy statement and the enclosed proxy card because the board of directors of LeapFrog
Enterprises, Inc. is soliciting your proxy to vote at the 2004 annual meeting of stockholders. You are invited to
attend the annual meeting and we request that you vote on the proposals described in this proxy statement.
However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and
return the enclosed proxy card.
We intend to mail this proxy statement and accompanying proxy card on or about April 28, 2004 to all
stockholders of record entitled to vote at the annual meeting.
Who can vote at the annual meeting?
Only stockholders of record at the close of business on April 21, 2004 will be entitled to vote at the annual
meeting. On this record date, there were 31,663,742 shares of Class A common stock and 27,882,817 shares of
Class B common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on April 21, 2004 your shares were registered directly in your name with one of LeapFrog’s transfer
agents (Continental Stock Transfer and Trust Company is the transfer agent for our Class A common stock and
Maron & Sandler, a Professional Corporation, is the transfer agent for our Class B common stock), then you are a
stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy.
Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to
ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on April 21, 2004 your shares were held in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are
being forwarded to you by that organization. The organization holding your account is considered the
stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to
direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the
annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at
the meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
1. The election of all ten of our directors;
2. Amendments to our 2002 Equity Incentive Plan to increase the aggregate number of shares of our Class
Acommon stock authorized for issuance under the plan by 2,500,000 shares and to implement a
performance-based stock award program;
3. Amendments to our 2002 Non-Employee Directors’ Stock Option Plan to increase the initial grant and
annual grant received by our non-employee directors such that a non-employee director will receive an
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