LeapFrog 2004 Annual Report Download - page 150

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PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee of the board of directors has selected Ernst & Young LLP as LeapFrog’s independent
registered public accounting firm for the fiscal year ending December 31, 2005, and has further directed that
management submit the selection of independent registered public accounting firm for ratification by the
stockholders at the annual meeting. Ernst & Young LLP has audited LeapFrog’s consolidated financial
statements since September 1997. Representatives of Ernst & Young LLP are expected to be present at the
annual meeting, will have an opportunity to make a statement if they so desire and will be available to respond to
appropriate questions.
Neither LeapFrog’s bylaws nor other governing documents or law require stockholder ratification of the
selection of Ernst & Young LLP as LeapFrog’s independent registered public accounting firm. However, the
Audit Committee is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will
reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent registered public accounting firm at any time
during the year if they determine that such a change would be in the best interests of LeapFrog and its
stockholders.
The affirmative vote of the majority of the votes represented by the holders of shares present in person or
represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of Ernst &
Young LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the
stockholders and will have the same effect as negative votes. Broker non-votes are counted towards a quorum,
but are not counted for any purpose in determining whether this matter has been approved.
Independent Registered Public Accounting Firm Fee Information
The following table represents aggregate fees billed or to be billed to LeapFrog for services performed for
the fiscal years ended December 31, 2004 and 2003, by Ernst & Young LLP, our independent registered public
accounting firm.
Fiscal Year Ended
(in thousands)
2004 2003
Audit Fees ................................................... $2,742 $ 680
Audit-related Fees ............................................. 130 24
Tax Fees .................................................... 340 1,502
All Other Fees ................................................ — —
Total Fees ............................................... $3,212 $2,206
All services provided by Ernst & Young LLP for the fiscal years ended December 31, 2004 and 2003 were
approved by the Audit Committee.
Audit Fees
The aggregate fees billed or to be billed by Ernst & Young LLP for financial audit services totaled $2.7
million in 2004 and $0.7 million in 2003. The above amounts include fees associated with the annual audit, the
reviews of our quarterly reports on Form 10-Q and statutory audits required internationally, and in 2004, includes
the services provided by Ernst & Young LLP in relation to compliance with Sarbanes-Oxley internal control
testing.
Audit-Related Fees
The aggregate fees billed by Ernst & Young LLP for audit-related services totaled $0.1 million in 2004 and
$24,000 in 2003, which consisted of fees for accounting consultations.
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