LeapFrog 2007 Annual Report Download - page 124

PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to our certificate of incorporation, our board of directors has the exclusive authority to fix, by
resolution, the number of directors that constitute the board. Although the authorized number of LeapFrog
directors has been fixed at 11, we expect that our board will reduce the authorized number of LeapFrog directors
to eight prior to this annual meeting of stockholders. There are eight nominees for director at this annual meeting.
Stockholders cannot submit proxies voting 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. Six directors
attended our 2007 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 April 8, 2008 with respect to the nominees for election to
our board of directors:
Nominees
Name Age Position/Office Held With LeapFrog
Steven B. Fink .................. 57 Chairman of the board
Jeffrey G. Katz ................. 52 Chief Executive Officer, President and Director
Thomas J. Kalinske .............. 63 Vice Chairman of the board
Stanley E. Maron ............... 60 Director
E. Stanton McKee, Jr. ............ 63 Director
David C. Nagel ................. 62 Director
Ralph R. Smith ................. 60 Director
Caden Wang ................... 55 Director
Steven B. Fink was elected to our board of directors in March 1999 and was appointed Chairman of our
board in February 2004. Mr. Fink 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 May 2000 to January 2008, Mr. Fink served as the Chief Executive Officer of Lawrence Investments, LLC,
a technology and biotechnology private equity investment firm that is controlled by Lawrence J. Ellison. 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 privately held European real estate development company, as a member of
the board of Spring Group plc, a publicly held information technology services company in the United Kingdom
whose shares are traded on the London Stock Exchange, as a director of Nobel Learning Communities, Inc., a
publicly held non-sectarian, for-profit provider of education and educational services for the pre-elementary
through 12th grade market, and as a director of K12 Inc., a publicly held provider of proprietary curriculum and
educational services created for online delivery to students in kindergarten through 12th grade.
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