LeapFrog 2012 Annual Report Download - page 96
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How many votes are needed to approve each of the proposals?
•Proposal 1 — Election of our eight nominees for director. The eight nominees receiving the
most ‘‘For’’ votes (among votes properly cast in person or by proxy) will be elected. Broker non-
votes will have no effect.
•Proposal 2 — Ratification of the selection by the audit committee of our board of directors of
Ernst & Young LLP as the independent registered public accounting firm of LeapFrog for our
fiscal year ending December 31, 2013. This proposal must receive a ‘‘For’’ vote from the holders
of a majority of the voting power present and entitled to vote either in person or by proxy on the
proposal. If you ‘‘Abstain’’ from voting, it will have the same effect as an ‘‘Against’’ vote.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at the
meeting there is present in person, by remote communication or represented by proxy the holders of stock
representing a majority of the voting power of all outstanding shares of stock entitled to vote. On the record
date, there were 63,689,950 shares of Class A common stock outstanding and 4,395,461 shares of Class B
common stock outstanding, all of which are entitled to vote and represent a total 107,644,560 votes. Thus,
holders of shares representing at least 53,822,281 votes must be present in person or represented by proxy at
the meeting to have a quorum.
Shares that are voted in person, by remote communication or by proxy are treated as being present at the
meeting for purposes of establishing a quorum. Abstentions and broker non-votes will also be counted for
purposes of calculating whether a quorum is present at the annual meeting. If there is no quorum, the holders
of shares representing a majority of the votes present at the meeting may adjourn the meeting to another date.
How many votes do I have?
On each matter to be voted upon, for holders of our Class A common stock, you have one vote for each
share of Class A common stock you owned as of April 8, 2013, and for holders of our Class B common
stock, you have ten votes for each share of Class B common stock you owned as of April 8, 2013.
How can I find out the results of the voting at the annual meeting?
Preliminary voting results will be announced at the annual meeting. Final voting results will be published
in a current report on Form 8-K that we expect to file within four business days after the annual meeting. If
final voting results are not available to us in time to file a Form 8-K within four business days after the
meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the
final results are known to us, file an additional Form 8-K to publish the final results.
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