LeapFrog 2008 Annual Report Download - page 164

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• The right of the holders of at least 25% of the voting power of LeapFrog’s outstanding capital stock to
call a special meeting of the stockholders, subject to certain restrictions.
• The express right of stockholders to fill vacancies on our board of directors, including newly created
directorships.
The notice from Mollusk Holdings was received within the notice period prescribed by our bylaws and, if it
is presented by Mollusk Holdings at the annual meeting in accordance with our bylaws, we would consider the
proposal to be properly brought before the meeting. Under Section 203 of the Delaware General Corporation
Law, the Section 203 Proposal would require a vote “For” from the holders of a majority of our outstanding
voting power entitled to vote at the meeting. In accordance with our bylaws, the other proposals by Mollusk
Holdings would each require a vote “For” from the holders of 66
2
⁄
3
% of our outstanding voting power entitled to
vote at the meeting.
WE ARE NOT SOLICITING PROXIES TO VOTE IN FAVOR OR AGAINST ANY OF THE
MATTERS IDENTIFIED ABOVE THAT MAY BE PROPOSED BY MOLLUSK HOLDINGS AT THE
ANNUAL MEETING. Stockholders may vote on these matters, if proposed at the annual meeting, by attending
the meeting and voting in person or by providing their valid proxies to any other persons.
The board of directors is not making any recommendation for or against these proposals if they are brought
before the meeting. Furthermore, if these matters are proposed at the annual meeting, it is the intention of the
proxy holders not to cast votes either in favor of or in opposition to these proposals.
Except as described above, the board of directors knows of no other matters that will be presented for
consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the
intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
Peter M. O. Wong
Senior Vice President, General Counsel and
Corporate Secretary
April 20, 2009
60