LeapFrog 2005 Annual Report Download - page 164

PROPOSAL FOUR
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, 2006, 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
In connection with the audit of the 2005 financial statements, we entered into an engagement agreement
with Ernst & young LLP which set forth the terms by which Ernst & Young LLP will perform audit services for
us. That agreement is subject to alternative dispute resolution procedures and our exclusion of punitive damages.
The following table represents aggregate fees billed or to be billed to LeapFrog for services performed for
the fiscal years ended December 31, 2005 and 2004, by Ernst & Young LLP, our independent registered public
accounting firm.
Fiscal Year Ended
(in thousands)
2005 2004
Audit Fees ................................................... $2,992 $3,028
Audit-related Fees ............................................. 175 130
Tax Fees .................................................... 103 340
All Other Fees ................................................ — —
Total Fees ............................................... $3,270 $3,498
All services provided by Ernst & Young LLP for the fiscal years ended December 31, 2005 and 2004 were
approved by the Audit Committee. The fees for 2004 have been revised to reflect actual amounts billed.
Audit Fees
The aggregate fees billed or to be billed by Ernst & Young LLP for financial audit services totaled $3.0
million in 2005 and $3.0 million in 2004. The above amounts include fees associated with the annual audit, the
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