LeapFrog 2013 Annual Report Download - page 111
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Please find page 111 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.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION
In connection with the audit of our 2014 financial statements, we expect to enter into an engagement
agreement with PwC that will set forth the terms by which PwC would perform audit services for us,
including responsibilities of PwC and management in the conduct of the audit and estimated fees.
The following table sets forth the fees accrued or paid to the Company’s independent registered public
accounting firms for the years ended December 31, 2013 and 2012.
Fiscal Year
(in thousands)
2013 2012
Audit Fees
(1)
................................................ $ 978 $ 975
Audit-Related Fees
(2)
.......................................... — 8
Tax Fees
(3)
................................................. 37 20
All Other Fees
(4)
............................................. — 16
Total Fees ................................................ $1,015 $1,019
(1) Audit fees relate to professional services rendered in connection with the audit of the Company’s annual
financial statements and internal control over financial reporting, quarterly review of financial statements
included in the Company’s Quarterly Reports on Form 10-Q, and audit services provided in connection
with other statutory and regulatory filings.
(2) Audit-related fees comprise fees for professional services that are reasonably related to the performance
of the audit or review of the Company’s financial statements. The audit related fees paid in 2012
correspond to fees for auditor consents prepared in connection with registration statements filed by the
Company during such year.
(3) The fees billed for tax services included a review of our U.S. federal and California state tax returns.
(4) Other fees paid in 2012 corresponded to a review of the Company’s response to an SEC comment letter
and specific unrelated inquiries to the audit committee.
All services provided by our independent registered public accounting firms for the fiscal years ended
December 31, 2013 and 2012 were approved by the audit committee.
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 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 its independent registered
public accounting firm, the audit committee takes into consideration (i) 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 and, (ii) with respect to just non-audit services, 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 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 its independent registered public accounting firm in 2013 and 2012 was compatible with
maintaining the registered public accounting firm’s independence.
REQUIRED VOTE
Ratification of the appointment of PwC as our independent registered public accounting firm for the fiscal
year ending December 31, 2014 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 be approved. 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 PwC.
RECOMMENDATION
The Board of Directors recommends a vote FOR Proposal Two.
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