LeapFrog 2004 Annual Report Download - page 115

2. You may send a written notice that you are revoking your proxy to LeapFrog’s Corporate Secretary at
6401 Hollis Street, Suite 150, Emeryville, CA 94608.
3. 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 or other agent who holds your shares in street name.
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions
provided by your broker or bank.
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 29, 2005, to LeapFrog’s Corporate Secretary at 6401 Hollis Street, Suite 150, Emeryville, CA 94608.
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 February 1, 2006 and March 3, 2006. You are also advised to review LeapFrog’s
bylaws, which contain additional requirements about advance notice of stockholder proposals and director
nominations.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count
“For” and (with respect to proposals other than the election of directors) “Against” votes, abstentions and broker
non-votes. Abstentions will be counted towards the vote total for each proposal, and will have the same effect as
“Against” votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.
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 “discretionary” items, but not with respect to “non-discretionary” items.
Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“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.
How many votes are needed to approve each proposal?
•Proposal 1—Election of the Directors. The eight nominees receiving the most “For” votes (among
votes properly cast in person or by proxy) will be elected. Broker non-votes will have no effect.
•Proposal 2—Ratification of the Selection By the Audit Committee of the Board of Directors of
Ernst & Young LLP as the Independent Registered Public Accounting Firm of LeapFrog for Our
Fiscal Year Ending December 31, 2005. 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?
A quorum 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
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