LeapFrog 2013 Annual Report Download - page 102
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Please find page 102 of the 2013 LeapFrog annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.Matters to be Presented
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
PricewaterhouseCoopers LLP, PwC, as our independent registered public accounting firm for our
fiscal year ending December 31, 2014; and
3. Non-binding advisory vote on named executive officer compensation.
Our 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.
Quorum; How are Votes Counted
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 65,231,486 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 of 109,189,273 votes. Thus,
holders of shares representing at least 54,594,637 votes must be present or represented by proxy at the
meeting to have a quorum.
Shares that are voted in person, by remote communication or by proxy are counted for purposes of
establishing a quorum, even if you abstain from voting on some or all matters introduced at the meeting. In
addition, broker non-votes will also be counted for purposes of calculating whether a quorum is present. 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.
Voting
Votes will be counted by the inspector of election appointed for the meeting. For the election of directors,
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 PwC as our independent registered
public accounting firm and for the non-binding advisory vote on named executive officer compensation, you
may vote ‘‘For’’ or ‘‘Against’’ the proposal or abstain from voting.
The eight nominees for director receiving the most ‘‘For’’ votes will be elected to our board of directors.
Broker non-votes will not count for or against any nominees. With respect to the ratification of PwC and the
non-binding advisory vote on named executive compensation, these proposals 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.
Attending the Annual Meeting?
The meeting will be held on Wednesday, June 4, 2014 at 9:00 a.m. pacific daylight time at our
headquarters located at 6401 Hollis Street, Suite 100, in Emeryville, California. Directions to the annual
meeting may be found at www.leapfrog.com under ‘‘Company Info — Contact Us.’’ If you attend the Annual
Meeting, you will be asked to present photo identification, such as a driver’s license. If you are a holder of
record, the top half of your proxy card or your Notice of Internet Availability is your admission ticket. If you
hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent
brokerage statement or a letter from your bank or broker are examples of proof of ownership. If you want to
vote your shares held in street name in person, you must get a legal proxy in your name from the broker,
bank or other nominee that holds your shares.
Cost of Proxy Solicitation
We are providing you with these proxy materials because our board of directors is soliciting your proxy
to vote at the annual meeting. We are paying for the entire cost of soliciting proxies. In addition to these
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