LeapFrog 2005 Annual Report Download - page 121

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. One of our
current directors, Mr. Rioux, is not standing for re-election. Our board is currently seeking suitable nominees to
fill at least some of the vacancies and is also in the process of determining whether to reduce the number of
directors on our board of directors to a number less than 11. 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 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 Mr. Katz and Dr. Nagel, who were appointed by our board
of directors in June 2005 and September 2005, respectively, to fill vacancies created by the resignation of two of
our former board members. A third party search firm engaged by us to identify and evaluate director candidates
identified Dr. Nagel as a possible candidate for our board, and our Chairman of the board identified Mr. Katz 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, Mr. Katz and Dr. Nagel 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 Mr. Katz and Dr. Nagel 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 our 2005 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 3, 2006 with respect to the nominees for election to
our board of directors:
Nominees
Name Age Position/Office Held With LeapFrog
Steven B. Fink .................. 55 Chairman of the board
Thomas J. Kalinske .............. 61 Chief Executive Officer and Director
Jeffrey G. Katz ................. 50 Director
Stanley E. Maron ............... 57 Director
E. Stanton McKee, Jr. ........... 61 Director
David C. Nagel ................. 60 Director
Ralph R. Smith ................. 58 Director
Caden Wang ................... 53 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
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