LeapFrog 2008 Annual Report Download - page 113

PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The audit committee of our board of directors has selected Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2009, and has further directed that
management submit the selection of an independent registered public accounting firm for ratification by the
stockholders at the annual meeting. Ernst & Young LLP has audited our consolidated financial statements since
September 1997. Representatives of Ernst & Young LLP are expected to be present at the annual meeting, will
have an opportunity to make a statement if they so desire and will be available to respond to appropriate
questions.
Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of
Ernst & Young LLP as our independent registered public accounting firm. However, the audit committee is
submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to
retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment
of a different independent registered public accounting firm at any time during the year if they determine that
such a change would be in the best interests of the company and our stockholders.
Ratification of the selection of Ernst & Young LLP requires the affirmative vote of a majority of the votes
of the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting.
Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and
will have the same effect as negative votes. Broker non-votes are counted towards a quorum, but are not counted
for any purpose in determining whether this matter has been approved.
Independent Registered Public Accounting Firm Fee Information
In connection with the audit of the 2008 financial statements, we entered into an engagement agreement
with Ernst & Young LLP that set forth the terms by which Ernst & Young LLP will perform audit services for
us. That agreement is subject to alternative dispute resolution procedures and our exclusion of punitive damages.
The following table represents aggregate fees billed or to be billed to us for services performed for the fiscal
years ended December 31, 2008 and 2007, by Ernst & Young LLP, our independent registered public accounting
firm.
Fiscal Year Ended
(in thousands)
2008 2007
Audit Fees ................................................... $2,073 $2,608
Audit-related Fees ............................................. 11 38
Tax Fees .................................................... — —
All Other Fees ................................................ — —
Total Fees ............................................... $2,084 $2,646
All services provided by Ernst & Young LLP for the fiscal years ended December 31, 2008 and 2007 were
approved by the audit committee.
Audit Fees
The aggregate fees billed or expected to be billed by Ernst & Young LLP for financial audit services totaled
$2.1 million for 2008 and $2.6 million for 2007.
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