LeapFrog 2010 Annual Report Download - page 110

If your shares are held by your broker as your nominee (that is, in “street name”), you will need to obtain a
proxy form from the institution that holds your shares and follow the instructions included on that form regarding
how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can
vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items.
Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“NYSE”)
on which your broker may vote shares held in street name in the absence of your voting instructions. On
non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker
non-votes. Under NYSE rules, elections of directors and, under a new amendment to the NYSE rules, executive
compensation, including the advisory stockholder votes on the compensation of named executive officers and on
the frequency of solicitation of stockholder advisory votes on the compensation of named executive officers, are
considered to be non-routine and, therefore, brokers and other nominees will not be able to vote in the election of
directors unless they receive instructions from the beneficial owners of the shares.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count
“For” and “Withhold” votes and any broker non-votes for the election of directors. Broker non-votes will not
count for or against any nominees.
With respect to the non-binding advisory vote on the preferred frequency of named executive officer
compensation, the inspector of election will separately count votes for “one,” “two” or “three” years. Broker
non-votes will have no effect and will not be counted towards the vote total for the proposal.
With respect to the ratification of Ernst & Young, the non-binding advisory vote on named executive officer
compensation and the approval of the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan, 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 will have no effect and will not be counted towards the vote total for the proposal.
How many votes are needed to approve each of the 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, 2011. 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.
•Proposal 3—Non-binding advisory vote on named executive officer compensation. 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 in order to pass. If you “Abstain” from voting, it will
have the same effect as an “Against” vote. Broker non-votes will have no effect.
•Proposal 4—Non-binding advisory vote on the preferred frequency of named executive officer
compensation votes. The frequency of the advisory vote on executive compensation receiving the
greatest number of votes (every “One,” “Two” or “Three” years) from the holders of the voting power
present and entitled to vote either in person or by proxy will be considered the frequency preferred by
stockholders. Abstentions and broker non-votes will have no effect.
•Proposal 5—Approval of the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan. 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.
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