LeapFrog 2010 Annual Report Download - page 121

PROPOSAL FOUR
NON-BINDING ADVISORY VOTE ON THE PREFERRED FREQUENCY OF
NAMED EXECUTIVE OFFICER COMPENSATION VOTES
The Dodd-Frank Act and Section 14A of the Exchange Act also enable our stockholders to indicate their
preference regarding how frequently they believe we should conduct the advisory vote on the compensation of
our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and
Exchange Commission, such as Proposal Three included in this proxy statement. By voting on this Proposal
Four, stockholders may indicate whether they would prefer an advisory vote on the compensation of our named
executive officers once every three years, two years or one year.
Our board of directors has determined that an advisory vote on executive compensation that occurs once
every three years is the most appropriate alternative for the Company and therefore the board recommends that
you vote for a three-year interval for the advisory vote on executive compensation. In determining to recommend
that stockholders vote for a frequency of once every three years, the board of directors considered how an
advisory vote at this frequency will provide our stockholders with sufficient time to evaluate the effectiveness of
our overall compensation philosophy, policies and practices in the context of our long-term business results for
the corresponding period, while avoiding over-emphasis on short term variations in compensation and business
results. An advisory vote occurring once every three years will also permit our stockholders to observe and
evaluate the impact of any changes to our executive compensation policies and practices which have occurred
since the last advisory vote on executive compensation, including changes made in response to the outcome of a
prior advisory vote on executive compensation.
This vote is advisory, which means that the results of the vote are not binding on the Company, our board of
directors or the compensation committee of the board of directors. The Company recognizes that our stockholders
may have different views as to the best approach for the Company, and therefore we look forward to hearing from
our stockholders as to their preferences on the frequency of future advisory votes on executive compensation.
Stockholders may cast a vote on their preferred voting frequency by selecting the option of one year, two
years, or three years (or abstain) when voting. The proxy card provides stockholders with the opportunity to
choose among four options (holding the vote every one, two or three years, or abstain from voting). Stockholders
will not be voting to approve or disapprove the recommendation of the board of directors.
Required Vote
The option of one year, two years or three years that receives the greatest number of votes from the voting
power present and entitled to vote either in person or by proxy will be considered the frequency preferred by
stockholders for the advisory vote on the compensation of our named executive officers. However, because this
vote is advisory and not binding on the board or the Company in any way, our board of directors may decide that
it is in the best interests of our stockholders and the Company to hold an advisory vote on the compensation of
our named executive officers more or less frequently than the option approved by our stockholders.
Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on executive compensation
matters, including on the frequency of advisory stockholder votes, unless the beneficial owner of such shares has given
voting instructions on the matter. This means that if your broker is the record holder of your shares, you must give
voting instructions to your broker with respect to this Proposal Four if you want your broker to vote your shares on the
matter. Abstentions will have no effect on the outcome of the vote. If you do not give your broker voting instructions,
your shares will be treated as broker non-votes. Broker non-votes will have no effect on the outcome of the vote.
Recommendation
The Board of Directors recommends a vote for the option of once every THREE YEARS on this
Proposal Four.
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