LeapFrog 2013 Annual Report Download - page 99
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Please find page 99 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.PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does
not contain all of the information that you should consider, and you should read the entire proxy statement
carefully before voting.
ANNUAL MEETING OF STOCKHOLDERS
Time and Date: June 4, 2014 at 9:00 a.m., Pacific Daylight Time
Place: LeapFrog’s headquarters at 6401 Hollis Street, Suite 100, Emeryville, California 94608
Record Date: April 10, 2014
Mailing Date: On or about April 21, 2014
VOTING MATTERS AND BOARD RECOMMENDATIONS
Matter Our Board’s Recommendation
Election of our board’s eight (8) nominees for director (Page 6) FOR each director nominee
Ratification of PricewaterhouseCoopers LLP as our independent accounting
firm for 2014 (Page 12)
FOR
Advisory vote on compensation of our named executive officers
(‘‘Say-on-pay’’) (Page 15)
FOR
BOARD NOMINEES
Name Age
Director
Since Experience/Qualification Independent
Other Public
Company
Boards
John Barbour 54 2011 Leadership/Retail/E-commerce No 0
William B. Chiasson 61 2010 Leadership/Finance/Consumer Products Yes 1
Thomas J. Kalinske 69 1997 Leadership/Video Game and Toy Industries Yes 1
Stanley E. Maron 65 1997 Corporate Governance/Tax/Transactional Yes 0
E. Stanton McKee, Jr. 69 2003 Finance/Video Game Industry Yes 1
Joanna Rees 52 2014 Finance/Marketing/Education Yes 0
Randy O. Rissman 66 2011 Leadership/Game and Toy Industries Yes 0
Caden C. Wang 61 2005 Finance/Retail/Consumer Products Yes 1
HIGHLIGHTS FROM THE COMPENSATION DISCUSSION & ANALYSIS
Financial Results • Although net sales in 2013 declined 5% compared to 2012, we had our
second most profitable year in the last 10 years.
• Our three-year Compound Annual Growth Rate for Total Stockholder
Return is 12.7%, which places us in the 63
rd
percentile of our
compensation peer group.
Key Compensation Decisions • NEO’s Base salaries were unchanged in 2013, with the exception of
Mr. Spalding.
• Annual performance-based bonuses were significantly below target for
all NEOs, ranging from 16 − 17% of target.
• All NEOs received equity awards during 2013, reinforcing alignment of
their long-term incentives with stockholder interests.
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