LeapFrog 2004 Annual Report Download - page 113

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LEAPFROG ENTERPRISES, INC.
6401 Hollis Street, Suite 150,
Emeryville, California 94608
PROXY STATEMENT
FOR THE 2005 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 2005 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, 2005 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 11, 2005 will be entitled to vote at the annual
meeting. On this record date, there were 33,995,981 shares of Class A common stock and 27,614,263 shares of
Class B common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on April 11, 2005 your shares of LeapFrog’s Class A common stock were registered directly with
Continental Stock Transfer and Trust Company, our transfer agent for our Class A common stock, or your shares
of LeapFrog’s Class B common stock were registered directly with LeapFrog, 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 11, 2005 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 eight of our directors; and
2. Ratification of Ernst & Young LLP as the independent registered public accounting firm of LeapFrog
for our fiscal year ending December 31, 2005.
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