LeapFrog 2013 Annual Report Download - page 113

PROPOSAL THREE
NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the ‘‘Dodd-Frank Act’’) and
Section 14A of the Exchange Act require that we provide our stockholders with the opportunity to vote to
approve, on a non-binding, advisory basis, the compensation of our named executives officers as disclosed in
this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange
Commission.
As described in greater detail under the heading ‘‘Compensation Discussion and Analysis,’’ we seek to
closely align the interests of our named executive officers with the interests of our stockholders. Our executive
compensation program is designed to reward our named executive officers for the achievement of short-term
and long-term strategic and operational goals and the achievement of increased total stockholder return, while
at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Our philosophy is to
provide total compensation to our named executive officers that reasonably, equitably, and responsibly meets
the following objectives: (i) Motivates our executive officers to achieve or exceed established individual goals
that should result in meeting or exceeding established Company operating targets and guidance provided to
our analysts and stockholders; (ii) Aligns the current contributions of our executive officers with the long-term
interests of our stockholders; (iii) Ensures an adequate portion of our executive officers’ total compensation is
based on the achievement of overall Company performance targets, as well as short-term and long-term
individual goals; (iv) Provides reasonable, equitable and responsible bonus opportunities that will maintain
individual executive compensation at established competitive levels for an agreed-upon peer group; and (v)
avoids excessive risk-taking. We implement this philosophy through the key principles enumerated in detail
under the heading ‘‘Compensation Discussion and Analysis.’’ The compensation committee regularly reviews
our executive compensation program to ensure that it achieves its desired goals.
We are asking our stockholders to indicate their support for our named executive officer compensation as
described in this proxy statement. This proposal, commonly known as a ‘‘say-on-pay’’ proposal, gives our
stockholders the opportunity to express their views on our named executive officers’ compensation. This vote
is advisory, which means that the results of the vote are not binding on the Company, our board of directors
or the compensation committee of the board of directors. The vote on this resolution is not intended to
address any specific element of compensation, but rather relates to the overall compensation of our named
executive officers, as described in this proxy statement in accordance with the compensation disclosure rules
of the Securities and Exchange Commission. To the extent there is a significant vote against our named
executive officer compensation as disclosed in this proxy statement, the compensation committee will evaluate
whether any actions are necessary to address our stockholders’ concerns.
REQUIRED VOTE
This Proposal Three must receive a ‘‘For’’ vote from a majority of the voting power present and entitled
to vote either in person or by proxy in order to be approved. Abstentions will be counted toward the
tabulation of votes cast on proposals presented to the stockholders and will have the same effect as ‘‘Against’’
votes. Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on executive
compensation matters unless the beneficial owner of such shares has given voting instructions on the matter.
This means that if your broker is the record holder of your shares, you must give voting instructions to your
broker with respect to this Proposal Three if you want your broker to vote your shares on the matter. If you
do not give your broker voting instructions, your shares will be treated as broker non-votes. Broker non-votes
will have no effect on the outcome of the vote.
RECOMMENDATION
Accordingly, we ask our stockholders to vote in support of the following resolution at the Annual Meeting:
‘‘RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of
our named executive officers, as disclosed in the Company’s proxy statement for the 2014 annual meeting
of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the compensation tables and the other
related tables and disclosure.’’
The Board of Directors recommends a vote FOR Proposal Three.
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