LeapFrog 2006 Annual Report Download - page 112

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. Our board is in
the process of determining whether to reduce the number of directors on our board of directors to a number less
than 11 and is currently seeking suitable nominees to fill at least some of the vacancies. 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 and was elected by the stockholders.
LeapFrog’s policy is to encourage nominees for directors to attend the annual meeting. Two directors
attended our 2006 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. Each person nominated for election has agreed to serve if
elected. LeapFrog has no reason to believe that any nominee will be unable to serve.
The following table sets forth information as of March 1, 2007 with respect to the nominees for election to
our board of directors:
Nominees
Name Age Position/Office Held With LeapFrog
Steven B. Fink .................. 56 Chairman of the board
Jeffrey G. Katz ................. 51 Chief Executive Officer, President and Director
Thomas J. Kalinske .............. 62 ViceChairman of the board
Stanley E. Maron ............... 58 Director
E. Stanton McKee, Jr. ........... 62 Director
David C. Nagel ................. 61 Director
Ralph R. Smith ................. 59 Director
Caden Wang ................... 54 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 Mounte LLC), a private
company focused on building leading companies in areas relating to education, technology and career
management and the improvement of individual and corporate performance, a position he has held since 1996.
From 1981 to 1986, Mr. Fink served as Chief Executive Officer and Chairman of the board of directors of
Anthony Manufacturing Company, a specialty glass and conductive coatings manufacturer. He currently serves
as Vice Chairman of Heron International, a European real estate development company, and as a member of the
board of Spring Group plc, an information technology services company in the United Kingdom, and is a director
of Nextera Enterprises, a producer and marketer of personal care products, Nobel Learning Communities, Inc., a
non-sectarian, for-profit provider of education and educational services for the pre-elementary through 12th
grade market, and C-COR Incorporated, a provider of operations support software and technical services.
Mr. Fink also serves on the board of directors of privately held companies. Mr. Fink has a B.S. from the
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