LeapFrog 2005 Annual Report Download - page 111

LEAPFROG ENTERPRISES, INC.
6401 Hollis Street, Suite 100
Emeryville, California 94608
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Friday, June 16, 2006
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of LeapFrog Enterprises, Inc., a
Delaware corporation. The meeting will be held on Friday, June 16, 2006 at 9:00 a.m. local time at our
headquarters located at 6401 Hollis Street, Suite 100, Emeryville, California for the following purposes:
1. To elect eight directors to serve for the ensuing year and until their successors are elected.
2. To approve the 2002 Non-Employee Directors’ Stock Option Plan, as amended, to increase the
aggregate number of shares of common stock authorized for issuance under the plan by 500,000 shares
and to add restricted stock, restricted stock unit awards, performance stock awards and stock
appreciation rights to the types of awards available for grant under the plan.
3. To approve the 2002 Equity Incentive Plan, as amended, to increase the aggregate number of shares of
common stock authorized for issuance under the plan by 2,000,000 shares and to expand the types of
awards available for grant under the plan.
4. To ratify 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,
2006.
5. To conduct any other business properly brought before the meeting.
These items of business are more fully described in the proxy statement accompanying this notice.
The record date for the annual meeting is April 18, 2006. Only stockholders of record at the close of
business on that date may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
Peter M. O. Wong
Corporate Secretary
Emeryville, California
April 26, 2006
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the
meeting, please complete, date, sign and return the enclosed proxy as promptly as possible in order to
ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the
United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in
person if you attend the meeting. Please note, however, that if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in
your name from that record holder.