LeapFrog 2009 Annual Report Download - page 110

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With respect to the ratification of Ernst & Young, the inspector of election will separately count “For” and
“Against” votes, abstentions and any broker non-votes. Abstentions will be counted towards the vote total for the
proposal, and will have the same effect as “Against” votes. Broker non-votes would have no effect and would not
be counted towards the vote total for the proposal.
How many votes are needed to approve each of our proposals?
•Proposal 1—Election of our nine nominees for director. The nine nominees receiving the most
“For” votes (among votes properly cast in person or by proxy) will be elected. Broker non-votes will
have no effect.
•Proposal 2—Ratification of the selection by the audit committee of the board of directors of
Ernst & Young LLP as the independent registered public accounting firm of LeapFrog for our
fiscal year ending December 31, 2010. This proposal must receive a “For” vote from the holders of a
majority of the voting power present and entitled to vote either in person or by proxy on the proposal.
If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will
have no effect.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at the meeting
there is present in person or represented by proxy the holders of outstanding shares of Class A and Class B
common stock entitled to cast a majority of the votes that could be cast by all outstanding shares of Class A and
Class B common stock voting together as a class. On the record date, there were 37,068,857 shares of Class A
common stock outstanding and 27,140,794 shares of Class B common stock outstanding, all of which are entitled
to vote and represent a total 308,476,797 votes. Thus, holders of shares representing at least 154,238,399 votes
must be present in person or represented by proxy at the meeting to have a quorum.
Your votes will be counted towards the quorum only if you submit a valid proxy vote or vote at the meeting.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the
holders of shares representing a majority of the votes present at the meeting may adjourn the meeting to another
date.
How many votes do I have?
On each matter to be voted upon, for holders of our Class A common stock, you have one vote for each
share of Class A common stock you owned as of April 7, 2010, and for holders of our Class B common stock,
you have ten votes for each share of Class B common stock you owned as of April 7, 2010.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published in
a current report on Form 8-K that we expect to file within four business days after the annual meeting. If final
voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we
intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are
known to us, file an additional Form 8-K to publish the final results.
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