LeapFrog 2006 Annual Report Download - page 64

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Item 9B. Other Information.
Not applicable
PART III
Certain information required by Part III is omitted from this Report on Form 10-K since we intend to file
our definitive proxy statement relating to our 2007 annual meeting of stockholders, pursuant to Regulation 14A
of the Securities Exchange Act of 1934, as amended, also referred to in this Form 10-K as our 2007 Proxy
Statement, no later than April 30, 2007, and certain information to be included in our 2007 Proxy Statement is
incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
The information appearing in our 2007 Proxy Statement under the headings “Proposal 1: Election of
Directors,” “Board of Directors and Corporate Governance—Committees of the Board—Audit Committee” and
“Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference. The
information under the heading “Executive Officers of the Registrant” in Item 1 of this Form 10-K is also
incorporated by reference in this section.
In April 2005, our Board of Directors adopted the LeapFrog Code of Business Conduct and Ethics, which
applies to all of our employees and directors, including our Chief Executive Officer, Chief Financial Officer, who
is our principal financial officer, and our Vice President and Controller, who is our principal accounting officer.
In August 2006, our Board adopted a number of versions of our Code of Business Conduct and Ethics that are
specifically tailored to the various international locations in which we have operations. These versions of our
Code of Business Conduct and Ethics are posted in the corporate governance section of our website located at
www.LeapFroginvestor.com. To date, there have been no waivers under our Code of Business Conduct and
Ethics. We will disclose any reportable waivers, if and when granted, of our Code of Business Conduct and
Ethics in the corporate governance section of our website located at www.LeapFroginvestor.com.
On July 17, 2006, we filed with the NYSE the Annual CEO Certification regarding LeapFrog’s compliance
with the NYSE’s Corporate Governance listing standards as required by Section 303A.12(a) of the NYSE Listed
Company Manual. In addition, we are filing as exhibits to this annual report, the applicable certifications of our
Chief Executive Officer and our Chief Financial Officer required pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, regarding the quality of the Company’s public disclosures.
Item 11. Executive Compensation.
The information appearing in our 2007 Proxy Statement under the following headings is incorporated herein
by reference:
• “Board of Directors and Corporate Governance—Compensation of Directors”
• “Board of Directors and Corporate Governance—Committees of the Board—Compensation
Committee”
• “Executive Compensation”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The information appearing in our 2007 Proxy Statement under the following headings is incorporated herein
by reference:
• “Security Ownership of Certain Beneficial Owners and Management”
• “Equity Compensation Plan Information”
57