LeapFrog 2003 Annual Report Download - page 61

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There have been no changes in our internal control over financial reporting during the quarter ended
December 31, 2003 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART III
Certain information required by Part III is omitted from this Report on Form 10-K since we intend to file
our definitive proxy statement relating to our 2004 annual meeting of stockholders, pursuant to Regulation 14A
of the Securities Exchange Act of 1934, as amended, also referred to in this Form 10-K as our 2004 Proxy
Statement, no later than April 29, 2004, and certain information to be included in this our 2004 Proxy Statement
is incorporated herein by reference.
Item 10. Directors and Executive Officers of the Registrant
The information regarding Directors and Executive Officers appearing under the heading “Proposal 1:
Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2004 Proxy
Statement is incorporated by reference. The information under the heading “Executive Officers of the Registrant”
in Item 1 of this Form 10-K is also incorporated by reference in this section.
On February 9, 2004, our Board of Directors adopted the LeapFrog Finance Code of Ethics which applies to
our Chief Executive Officer, Chief Financial Officer (who also serves as our Principal Accounting Officer) and
each member of our finance team. The text of this code of ethics is posted on our web site located at
www.leapfrog.com. To date, there have been no waivers under our Finance Code of Ethics. We will post any
waivers, if and when granted, of our Finance Code of Ethics on our web site located at www.leapfrog.com.
Item 11. Executive Compensation
The information appearing under the headings “Compensation of Directors,” “Executive Compensation,”
“Employment Agreements,” and “Compensation Committee Interlocks and Insider Participation” in the 2004
Proxy Statement is incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information appearing in our 2004 Proxy Statement under the heading “Security Ownership of Certain
Beneficial Owners and Management” is incorporated by reference.
See the information contained under the heading “Equity Compensation Plan Information” within Item 5 of
this Form 10-K regarding shares authorized for issuance under equity compensation plans approved by
stockholders and not approved by stockholders.
Item 13. Certain Relationships and Related Transactions
The information appearing in our 2004 Proxy Statement under the heading “Certain Relationships and
Related Transactions” is incorporated by reference.
Item 14. Principal Accountant Fees and Services.
The information appearing in our 2004 Proxy Statement under the heading “Independent Auditor Fee
Information” is incorporated by reference.
55
PART III