LeapFrog 2006 Annual Report Download - page 111
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•Proposal 3—Approval of Proposal Submitted by Stockholder, If Properly Presented at the
Meeting. 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.
•Proposal 4—Ratification of 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, 2007. 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.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at the meeting
or by proxy there is represented the holders of outstanding shares of Class A and Class B common stock entitled
to cast a majority of the votes that could be cast by all outstanding shares of Class A and Class B common stock
voting together as a class. On the record date, there were 35,609,371 shares of Class A common stock
outstanding and 27,614,176 shares of Class B common stock outstanding, all of which are entitled to vote and
represent a total of 311,751,131 votes. Thus, shares representing at least 155,875,567 votes must be represented
at the meeting or by proxy to have a quorum.
Your votes will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a
majority of the votes present at the meeting may adjourn the meeting to another date.
How many votes do I have?
On each matter to be voted upon, for holders of our Class A common stock, you have one vote for each
share of Class A common stock you owned as of March 14, 2007, and for holders of our Class B common stock,
you have ten votes for each share of Class B common stock you owned as of March 14, 2007.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published in
our quarterly report on Form 10-Q for the first quarter of 2007.
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