LeapFrog 2012 Annual Report Download - page 94

Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 8, 2013, 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 two matters scheduled for a vote and for which we are soliciting your proxy:
1. Election of our board’s eight nominees for director; and
2. Ratification of the selection by the audit committee of our board of directors of Ernst & Young LLP,
or Ernst & Young, as our independent registered public accounting firm for our fiscal year ending
December 31, 2013.
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 as our independent
registered public accounting firm, 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 and ‘‘For’’ the ratification of Ernst & Young as our independent registered public accounting firm for
our fiscal year ending December 31, 2013. 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.
Who is paying for this proxy solicitation?
We are paying for the entire cost of soliciting proxies. In addition to these proxy materials, our directors
and employees may also solicit proxies in person, by telephone or by other means of communication.
Directors and employees will not be paid any additional compensation for soliciting proxies. We may also
reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to
beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares are registered in more than one name or are registered
in different accounts. Please follow the voting instructions on the Notice and vote your shares for each name
or account to ensure that all of your shares are voted.
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