LeapFrog 2003 Annual Report Download - page 104

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•Proposal 3—Amendments to Our 2002 Non-Employee Directors’ Stock Option Plan.This
proposal must receive a “For” vote from the majority of shares present and entitled to vote either in
person or by proxy on the proposals. If you “Abstain” from voting, it will have the same effect as an
“Against” vote. Broker non-votes will have no effect.
•Proposal 4—Ratification of the Selection, By the Audit Committee of the Board of Directors, of
Ernst & Young as Independent Auditors of LeapFrog for Our Fiscal Year Ending December 31,
2004.This proposal must receive a “For” vote from the majority of shares present and entitled to vote
either in person or by proxy on the proposals. If you “Abstain” from voting, it will have the same effect
as an “Against” vote. Broker non-votes will have no effect.
What is the quorum requirement?
Aquorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at the meeting
or by proxy there is represented 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 31,663,742 shares of Class A common stock
outstanding and 27,882,817 shares of Class B common stock outstanding, all of which are entitled to vote and
represent a total of 310,491,912 votes. Thus shares representing at least 155,245,956 votes must be represented at
the meeting or by proxy to have a quorum.
Your votes will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, 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 own as of April 21, 2004, and for holders of our Class B common stock, you
have ten votes for each share of Class B common stock you own as of April 21, 2004.
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
our quarterly report on Form 10-Q for the second quarter of 2004.
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