LeapFrog 2010 Annual Report Download - page 144

The governance committee will consider director candidates recommended by stockholders. The
governance committee does not intend to alter the manner in which it evaluates candidates, including the
minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. To
date, LeapFrog has not received a timely recommendation for a director nominee for the 2011 annual meeting
from a stockholder or stockholders holding more than 5% of our voting stock. Stockholders who wish to
recommend individuals for consideration by the governance committee to become nominees for election to the
board may do so by delivering a written recommendation to the governance committee at the following address:
Chair of the nominating and corporate governance committee c/o Corporate Secretary of LeapFrog at 6401 Hollis
Street, Emeryville, California 94608, at least 120 days prior to the anniversary date of the mailing of our proxy
statement for the last annual meeting of stockholders, which for our 2012 annual meeting of stockholders is a
deadline of December 22, 2011. Submissions must include the full name of the proposed nominee, a description
of the proposed nominee’s business experience for at least the previous five years, complete biographical
information, a description of the proposed nominee’s qualifications as a director and a representation that the
nominating stockholder is a beneficial or record owner of our Class A or Class B common stock. Any such
submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and
to serve as a director if elected.
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our board has adopted written Corporate Governance Guidelines to assure that the board will have the
necessary authority and practices in place to review and evaluate our business operations as needed and to make
decisions that are independent of our management. The guidelines are also intended to align the interests of
directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the
practices the board intends to follow with respect to board composition and selection, board meetings and
involvement of senior management, CEO performance evaluations and succession planning, and board
committees and compensation. The nominating and corporate governance committee assists the board in
implementing and adhering to the Corporate Governance Guidelines.
Corporate Governance Materials
Our Corporate Governance Guidelines, as well as the charters for each committee of the board, are posted
on the investor relations section of our website at www.leapfroginvestor.com under the heading “Corporate
Governance.” In addition, stockholders may obtain a print copy of our Corporate Governance Guidelines as well
as the charters of our audit committee, compensation committee and nominating and corporate governance
committee by writing to our Corporate Secretary at 6401 Hollis Street, Suite 100, Emeryville, California 94608.
Code of Ethics
We have adopted the LeapFrog Code of Business Conduct and Ethics that applies to all officers, directors
and employees. Our Code of Business Conduct and Ethics and our Corporate Governance Guidelines are
available on the investor relations section of our website at www.leapfroginvestor.com under the heading
“Corporate Governance”. Stockholders may also obtain a print copy of our Code of Business Conduct and Ethics
and our Corporate Governance Guidelines by writing to our Corporate Secretary at 6401 Hollis Street, Suite 100,
Emeryville, California 94608. If we make any substantive amendments to our Code of Business Conduct and
Ethics or grant any waiver from a provision of the Internal Revenue Code to any executive officer or director, we
will promptly disclose the nature of the amendment or waiver on the investor relations section of our website at
www.leapfroginvestor.com under the heading “Corporate Governance.”
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