LeapFrog 2005 Annual Report Download - page 114

Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder
of your shares, you may revoke your proxy in any one of three ways:
1. You may submit another properly completed proxy card with a later date.
2. You may send a written notice that you are revoking your proxy to LeapFrog’s Corporate Secretary at
6401 Hollis Street, Suite 100, Emeryville, California 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, bank 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 27, 2006 to LeapFrog’s Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California
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 16, 2007 and March 19, 2007. 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 “Withhold” 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 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—Amendment of the 2002 Non-Employee Directors’ Stock Option Plan. 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.
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