LeapFrog 2010 Annual Report Download - page 109

our fiscal year ending December 31, 2011, “For” approval of named executive officer compensation, for “Three
Years” as the preferred frequency of advisory votes on named executive compensation and “For” the LeapFrog
Enterprises, Inc. 2011 Equity Incentive Plan. The board of directors knows of no other matters that will be
presented for consideration at the annual meeting. If any other matter is properly presented at the meeting, your
proxy (one of the individuals named on your proxy card) will vote your shares using his best judgment.
Who is paying for this proxy solicitation?
We are paying for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and
employees may also solicit proxies in person, by telephone or by other means of communication. Directors and
employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage
firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares are registered in more than one name or are registered in
different accounts. Please follow the voting instructions on the Notice and vote your shares for each name or
account to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder
of your shares, you may revoke your proxy in any one of four ways:
• You may submit another properly completed proxy card with a later date.
• You may grant a subsequent proxy through our Internet voting site.
• You may send a written notice that you are revoking your proxy to our Corporate Secretary at 6401
Hollis Street, Suite 100, Emeryville, California 94608.
• You may attend the annual meeting and vote in person. Simply attending the meeting will not, by itself,
revoke your proxy. Please remember, as mentioned above, if you are a beneficial owner of shares you
may not vote your shares in person at the meeting unless you request and obtain a valid proxy from
your broker, bank or other agent that holds your shares in street name.
If your shares are held by your broker, bank or another agent as a nominee or agent, you should follow the
instructions provided by your broker, bank or other agent.
When are stockholder proposals due for next year’s annual meeting?
To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing
by December 22, 2011 to our Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California 94608.
If you wish to submit a proposal that is not to be included in next year’s proxy materials or nominate a director,
you must do so between February 3, 2012 and March 4, 2012. You are also advised to review our bylaws, which
contain additional requirements about advance notice of stockholder proposals and director nominations.
What are broker non-votes? How do I vote if I hold my shares in street name?
A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power with respect to that proposal
and has not received instructions with respect to that proposal from the beneficial owner (despite voting on at
least one other proposal for which it does have discretionary authority or for which it has received instructions).
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