LeapFrog 2010 Annual Report Download - page 108

Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 6, 2011, your shares were held in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded
to you by that organization. The organization holding your account is considered the stockholder of record for
purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other
agent on how to vote the shares in your account. You are also invited to attend the annual meeting. However,
since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you
request and obtain a valid proxy from your broker or other agent.
What am I voting on?
There are five matters scheduled for a vote and for which we are soliciting your proxy:
1. Election of our nine nominees for director;
2. Ratification of the selection by the audit committee of the board of directors of Ernst & Young LLP as
our independent registered public accounting firm for our fiscal year ending December 31, 2011;
3. Non-binding advisory vote on named executive officer compensation;
4. Non-binding advisory vote on the preferred frequency of named executive officer compensation votes;
and
5. Approval of the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan.
You may either vote “For” all the nominees to the board of directors or you may “Withhold” your vote for any
nominee(s) you specify. For the proposal to ratify the selection of Ernst & Young LLP as our independent registered
public accounting firm, the non-binding advisory vote on named executive officer compensation and the proposal to
approve the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan, you may vote “For” or “Against” the proposals
or abstain from voting. For the advisory vote on the preferred frequency of named executive officer compensation
votes, you may vote for “one,” “two” or “three” years or you may abstain from voting on this matter.
How do I vote?
The procedures for voting are as follows:
Voting via the Internet
• You can vote your shares via the Internet by following the instructions in the Notice. The Internet
voting procedures are designed to authenticate your identity and to allow you to vote your shares and
confirm your voting instructions have been properly recorded. If you vote via the Internet, you do not
need to mail a proxy card.
Voting by Mail
• You can vote your shares by mail by requesting that a printed copy of the proxy materials be sent to
your address. When you receive the proxy materials, you may fill out the proxy card enclosed therein
and return it per the instructions on the card.
What if I return a proxy card or otherwise complete a ballot or give voting instructions but do not make
specific choices?
If you return a signed and dated proxy card or otherwise complete a ballot or voting instructions without
marking your selections, your shares will be voted, as applicable, “For” the election of all nine nominees for
director, “For” the ratification of Ernst & Young LLP as our independent registered public accounting firm for
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