LeapFrog 2006 Annual Report Download - page 109

How do I vote?
You may either vote “For” all the nominees to the board of directors or you may “withhold” your vote for
any nominee(s) you specify. For each of the other matters to be voted on, you may vote “For” or “Against” or
abstain from voting. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote in person at the annual meeting or vote by proxy using the
enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your
vote is counted. You may still attend the meeting and vote in person if you have already voted by proxy.
• To vote in person, come to the annual meeting and we will give you a ballot when you arrive.
• To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it
promptly in the envelope provided. If you return your signed proxy card to us before the annual
meeting, we will vote your shares as you direct.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you
should have received a proxy card and voting instructions with these proxy materials from that organization
rather than from LeapFrog. Simply complete and mail the proxy card to ensure that your vote is counted. To vote
in person at the annual meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the
instructions from your broker, bank or other agent included with these proxy materials, or contact your broker,
bank or other agent to request a proxy form.
What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any voting selections, your shares will be voted
“For” the election of all eight nominees for director, “For” the proposed amendment to our 2002 Equity Incentive
Plan, “For” the ratification of Ernst & Young LLP as the independent registered public accounting firm of
LeapFrog for our fiscal year ending December 31, 2007 and “Against” Proposal No. 3, if such proposal is
properly presented before the meeting. If any other matter is properly presented at the meeting, your proxy (one
of the individuals named on your proxy card) will vote your shares using his best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our
directors and employees may also solicit proxies in person, by telephone or by other means of communication.
Directors and employees will not be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial
owners.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares are registered in more than one name or are registered
in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.
2