LeapFrog 2011 Annual Report Download - page 108

considered as promptly as possible in order to ensure your representation at the meeting. You may vote your
proxy via the Internet or by requesting a printed copy of the proxy materials and returning the enclosed
proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 11, 2012, 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 three matters scheduled for a vote and for which we are soliciting your proxy:
1. Election of our board’s eight nominees for director.
2. Ratification of the selection by the audit committee of our board of directors of Ernst & Young LLP
as our independent registered public accounting firm for our fiscal year ending December 31, 2012.
3. Approval of an amendment to the LeapFrog Enterprises, Inc. 2011 Equity Incentive Plan,
or 2011 EIP.
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 and the proposal to amend the 2011 EIP, you may vote ‘‘For’’
or ‘‘Against’’ the proposal or abstain from voting.
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 eight nominees for
director, ‘‘For’’ the ratification of Ernst & Young LLP as our independent registered public accounting firm for
our fiscal year ending December 31, 2012 and ‘‘For’’ approval of the amendment to the 2011 EIP. 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.
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