LeapFrog 2008 Annual Report Download - page 132

ability to exercise sound business judgment and having the commitment to rigorously represent the long-term
interests of our stockholders. However, the governance committee retains the right to modify these qualifications
from time to time. Candidates for director nominees are reviewed in the context of the current composition of the
board, the operating requirements of LeapFrog and the long-term interests of stockholders. In conducting this
assessment, the governance committee considers diversity, age, skills, and such other factors as it deems
appropriate given the current needs of the board and LeapFrog, to maintain a balance of knowledge, experience
and capability. In the case of incumbent directors, the governance committee reviews such directors’ overall
service to LeapFrog during their term, including the number of meetings attended, level of participation, quality
of performance, and any other relationships and transactions that might impair such directors’ independence. In
the case of new director candidates, the governance committee also determines whether the nominee must be
independent for NYSE purposes, which determination is based upon applicable NYSE listing standards,
applicable SEC rules and regulations and the advice of counsel, if necessary. The governance committee uses its
network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a
professional search firm. The governance committee conducts any appropriate and necessary inquiries into the
backgrounds and qualifications of possible candidates after considering the function and needs of the board. The
governance committee meets to discuss and consider such candidates’ qualifications and then selects a nominee
for recommendation to the board by majority vote. To date, LeapFrog has not received a timely recommendation
for a director nominee from a stockholder or stockholders holding more than 5% of our voting stock, except for
the Mollusk Holdings recommendation for Messrs. Simon and Marinelli, both of whom were appointed to the
board in March 2009.
The governance committee will consider director candidates recommended by stockholders. The
governance committee does not intend to alter the manner in which it evaluates candidates, including the
minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder.
Stockholders who wish to recommend individuals for consideration by the governance committee to become
nominees for election to the board may do so by delivering a written recommendation to the governance
committee at the following address: Chairman of the Nominating and Corporate Governance Committee c/o
Corporate Secretary of LeapFrog at 6401 Hollis Street, Emeryville, California 94608, at least 120 days prior to
the anniversary date of the mailing of our proxy statement for the last annual meeting of stockholders, which for
our 2010 annual meeting of stockholders is a deadline of December 21, 2009. Submissions must include the full
name of the proposed nominee, a description of the proposed nominee’s business experience for at least the
previous five years, complete biographical information, a description of the proposed nominee’s qualifications as
a director and a representation that the nominating stockholder is a beneficial or record owner of our common
stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named
as a nominee and to serve as a director if elected.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board has documented its Corporate Governance Guidelines to assure that the board will have the
necessary authority and practices in place to review and evaluate our business operations as needed and to make
decisions that are independent of our management. The guidelines are also intended to align the interests of
directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the
practices the board intends to follow with respect to board composition and selection, board meetings and
involvement of senior management, Chief Executive Officer performance evaluation and succession planning,
and board committees and compensation. The Corporate Governance Guidelines were adopted by the board to,
among other things, reflect changes to the NYSE listing standards and SEC rules adopted to implement
provisions of the Sarbanes-Oxley Act of 2002. The nominating and corporate governance committee assists the
board in implementing and enforcing the Corporate Governance Guidelines.
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