LeapFrog 2012 Annual Report Download - page 76

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PART III
Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated
herein by reference from our definitive proxy statement relating to our 2013 annual meeting of stockholders,
pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, also referred to in this
Annual Report on Form 10-K as our 2013 Proxy Statement, which we expect to file with the SEC no later
than April 30, 2013.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information appearing in our 2013 Proxy Statement under the following headings is incorporated herein
by reference:
• ‘‘Proposal One — Election of Directors’’
• ‘‘Board of Directors and Corporate Governance — Committees of the Board’’
• ‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’
The information under the heading ‘‘Executive Offıcers of the Registrant’’ in Item 1 of this Annual Report on
Form 10-K is also incorporated by reference in this Item 10.
In April 2005, our Board of Directors adopted the LeapFrog Code of Business Conduct and Ethics, which
applies to all of our employees and directors, including our CEO, CFO, who is our principal financial officer,
and our Vice President, Corporate Controller, who is our principal accounting officer. In August 2006, our
Board adopted a number of versions of our Code of Business Conduct and Ethics that are specifically tailored
to the various international locations in which we have operations. The United States and international
versions of our Code of Business Conduct and Ethics are posted in the investor relations section of our
website at www.leapfroginvestor.com under the heading ‘‘Corporate Governance.’’ If we make any substantive
amendments to our Code of Business Conduct and Ethics or grant any waiver therefrom 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.’’
ITEM 11. EXECUTIVE COMPENSATION
The information appearing in our 2013 Proxy Statement under the following headings is incorporated herein
by reference:
• ‘‘Director Compensation’’
• ‘‘Board of Directors and Corporate Governance — Committees of the Board — Compensation
Committee’’ and ‘‘Compensation Committee Interlocks and Insider Participation’’
• ‘‘Executive Compensation’’
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information appearing in our 2013 Proxy Statement under the following heading is incorporated herein
by reference:
• ‘‘Security Ownership of Certain Beneficial Owners and Management’’
68