LeapFrog 2009 Annual Report Download - page 112

PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to our certificate of incorporation, the number of authorized LeapFrog directors has been fixed at
nine by a resolution of our board of directors. There are nine nominees for director at this annual meeting.
Stockholders cannot submit proxies voting for a greater number of persons than the nine nominees named in this
Proposal One. Each director to be elected will hold office until the next annual meeting of stockholders and until
his successor is elected, or until the director’s death, resignation or removal. Each nominee listed below is
currently a director of LeapFrog. Each of these nominees was elected by the stockholders except for William B.
Chiasson, who was appointed by our board of directors as of March 1, 2010 in connection with his appointment
as our Chief Executive Officer and President. LeapFrog’s policy is to encourage nominees for director to attend
the annual meeting of stockholders. Three directors attended our 2009 annual meeting.
Directors are elected by a plurality of the votes properly cast in person or by proxy. The nine nominees
receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be
voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any nominee
becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for
such nominee will instead be voted for the election of a substitute nominee proposed by LeapFrog. Each person
nominated for election has agreed to serve if elected. LeapFrog has no reason to believe that any nominee will be
unable to serve.
The following table sets forth information as of March 31, 2010 with respect to the nominees for election to
our board of directors:
Nominees
Name Age Position/Office Held with LeapFrog
William B. Chiasson ............. 57 Chief Executive Officer, President and Director
Jeffrey G. Katz ................. 54 Executive Chairman of the board
Thomas J. Kalinske .............. 65 Vice Chairman of the board
Paul T. Marinelli ................ 42 Director
Stanley E. Maron ............... 61 Director
E. Stanton McKee, Jr. ............ 65 Director
David C. Nagel ................. 64 Director
Philip B. Simon ................. 57 Director
Caden Wang ................... 57 Director
Our board’s nominating and corporate governance committee seeks to assemble a board that, as a whole,
possesses the appropriate balance of professional and industry knowledge, financial, marketing, technical and
governance expertise, and high-level management experience necessary to oversee and direct our business. To
that end, the committee has identified and evaluated nominees in the broader context of the board’s overall
composition, with the goal of recruiting and nominating members who complement and strengthen the skills of
other members and who also exhibit integrity, collegiality, sound business judgment and any other qualities that
the committee views as critical to effective functioning of the board. The brief biographies below include
information regarding the specific and particular experience, qualifications, attributes or skills of each nominee
that led the committee to believe that , as of the date of this proxy statement, that nominee should continue to
serve on the board. However, each of the members of the committee may have a variety of reasons why he or she
believes a particular person would be an appropriate board member, and these views may differ from the views
of other members.
William B. Chiasson has served as our Chief Executive Officer and President, and has served as a member
of our board of directors, since March 2010. He served as our Chief Financial Officer from November 2004
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