LeapFrog 2011 Annual Report Download - page 117

Tax Fees
The aggregate fees billed by Ernst & Young for tax services were $75,710 for 2011 and $70,419 for
2010, and included a review of our U.S. federal and California state tax returns. In addition, our 2011 fees
also included a study of our 2010 research and development credits and our 2010 fees included a study of our
2009 research and development credits.
All Other Fees
There were no other fees paid to Ernst & Young in 2011 and 2010.
Pre-Approval Procedures of Audit and Non-Audit Services by the Independent Registered Public
Accounting Firm
The audit committee’s charter requires it to pre-approve all audit and non-audit services performed by the
independent registered public accounting firm. As permitted by the charter, the audit committee has delegated
to the Chair of the audit committee, Mr. E. Stanton McKee, Jr., the authority to grant such pre-approvals,
provided that all approvals made by the Chair are presented to the full audit committee for its ratification at
each of its scheduled meetings. In determining whether to approve audit and non-audit services to be
performed by Ernst & Young, the audit committee takes into consideration the fees to be paid for such
services and whether such fees would affect the independence of the independent registered public accounting
firm in performing its audit function. In addition, when determining whether to approve non-audit services to
be performed by Ernst & Young, the audit committee considers whether the performance of such services is
compatible with maintaining the independence of the independent registered public accounting firm in
performing its audit function, and confirms that the non-audit services will not include the prohibited activities
set forth in Section 201 of the Sarbanes-Oxley Act of 2002. The audit committee has determined that the
rendering of the services other than audit services by Ernst & Young in 2011 and 2010 was compatible with
maintaining the registered public accounting firm’s independence.
Required Vote
Ratification of the appointment of Ernst & Young as our independent registered public accounting firm
for the fiscal year ending December 31, 2012 requires a ‘‘FOR’’ vote from 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. 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
‘‘FOR’’ ratification of the appointment of Ernst & Young.
Recommendation
The Board of Directors recommends a vote FOR Proposal Two.
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