LeapFrog 2004 Annual Report Download - page 122

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PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to our certificate of incorporation, the number of LeapFrog directors has been fixed at 11 by a
resolution of our board of directors. There are eight nominees for director at this annual meeting. Our board is in
the process of determining whether to reduce the number of directors on our board of directors to a number less
than 11 and is currently seeking suitable nominees to fill at least some of the vacancies. Stockholders cannot vote
or submit proxies for a greater number of persons than the eight nominees named in this Proposal One. Each
director to be elected will hold office until the next annual meeting of stockholders and until his or her successor
is elected, or until the director’s death, resignation or removal. Each nominee listed below is currently a director
of LeapFrog. Each of these directors was elected by the stockholders, except for Messrs. Wang and Smith, who
were appointed by our board of directors to fill vacancies created by the resignation of two of our former board
members in March 2005. A third party search firm engaged by us to identify and evaluate director candidates
identified Mr. Wang as a possible candidate for our board, and our Chairman of the board identified Mr. Smith as
a possible candidate for our board. Our Chairman of the board, who is also the Chairman of the Nominating and
Corporate Governance Committee of our board of directors, reviewed and evaluated, using the guidelines
adopted by our board, Messrs. Wang and Smith as candidates to serve as directors on our board. Our Chairman,
in his capacity as Chairman of the Nominating and Corporate Governance Committee, recommended to our
board that Messrs. Wang and Smith be appointed to our board of directors.
It is LeapFrog’s policy to encourage nominees for directors to attend the annual meeting. Five directors
attended the 2004 annual meeting of stockholders.
Directors are elected by a plurality of the votes properly cast in person or by proxy. The eight nominees
receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be
voted, if authority to do so is not withheld, for the election of the eight nominees named below. If any nominee
becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the
election of a substitute nominee proposed by LeapFrog’s management. Each person nominated for election has
agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
The following table sets forth information as of April 11, 2005 with respect to the nominees for election to
our board of directors:
Nominees
Name Age Position/Office Held With LeapFrog
Steven B. Fink ............ 54 Chairman of the board
Paul A. Rioux ............ 59 Vice Chairman of the board and Advisor to Chief Executive Officer
Thomas J. Kalinske ........ 60 Chief Executive Officer and Director
Jerome J. Perez ........... 47 President and Director
Stanley E. Maron ......... 57 Director
E. Stanton McKee, Jr. ..... 60 Director
Ralph R. Smith ........... 57 Director
Caden Wang ............. 52 Director
Steven B. Fink was elected to our board of directors in March 1999 and was appointed as Chairman of our
board in February 2004. Mr. Fink has been the Chief Executive Officer of Lawrence Investments, LLC, a
technology and biotechnology private equity investment firm that is controlled by Lawrence J. Ellison, since
May 2000. Mr. Fink also serves as a Vice Chairman of Knowledge Universe (now renamed Krest LLC), a private
company focused on building leading companies in areas relating to education, technology and career
management and the improvement of individual and corporate performance, a position he has held since 1996.
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