LeapFrog 2008 Annual Report Download - page 107

resolutions to amend our bylaws at the annual meeting, the proxy holders will not cast votes, either in favor of or
in opposition to, these proposals. See “Other Matters” below. 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 are paying for the entire cost of soliciting proxies. In addition to these 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 Notice?
If you receive more than one Notice, your shares are registered in more than one name or are registered in
different accounts. Please follow the voting instructions on the Notice and vote your shares for each name or
account to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder
of your shares, you may revoke your proxy in any one of three ways:
• You may submit another properly completed proxy card with a later date.
• You may grant a subsequent proxy through the Internet.
• You may send a written notice that you are revoking your proxy to LeapFrog’s Corporate Secretary at
6401 Hollis Street, Emeryville, California 94608.
• You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself,
revoke your proxy. Please remember, as mentioned above, if you are a beneficial owner of shares you
may not vote your shares in person at the meeting unless you request and obtain a valid proxy from
your broker, bank or other agent that holds your shares in street name.
If your shares are held by your broker, bank or another agent as a nominee or agent, you should follow the
instructions provided by your broker, bank or other agent.
When are stockholder proposals due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing
by December 21, 2009 to our Corporate Secretary at 6401 Hollis Street, Emeryville, California 94608. If you
wish to submit a proposal that is not to be included in next year’s proxy materials or nominate a director, you
must do so between February 4, 2010 and March 6, 2010. You are also advised to review LeapFrog’s bylaws,
which contain additional requirements about advance notice of stockholder proposals and director nominations.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count
“For” and “Withhold” and, with respect to proposals other than the election of directors, “Against” votes,
abstentions and broker non-votes. Abstentions will be counted towards the vote total for each proposal, and will
have the same effect as “Against” votes. Broker non-votes have no effect and will not be counted towards the
vote total for any proposal.
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