LeapFrog 2015 Annual Report Download - page 108

LEAPFROG ENTERPRISES, INC.
6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday, August 13, 2015
Dear Stockholder:
You are cordially invited to attend the 2015 annual meeting of stockholders of LeapFrog Enterprises, Inc.
(the ‘‘Annual Meeting’’). The Annual Meeting will be held on Thursday, August 13, 2015 at 9:00 a.m. Pacific
Daylight Time at our headquarters located at 6401 Hollis Street, Suite 100, Emeryville, California.
Proposals to be considered at the Annual Meeting:
1. Election of our board’s nine nominees for director to serve for the ensuing year and until their
successors are elected.
2. Ratification of the selection by the audit committee of our board of directors of PricewaterhouseCoopers
LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2016.
3. Approval of an amendment to our Amended and Restated Bylaws to adopt Delaware as the
exclusive jurisdiction for certain legal proceedings.
4. Approval of an amendment to the LeapFrog Enterprises, Inc. 2011 Equity and Incentive Plan to
increase the number of shares in the share reserve.
These items of business are more fully described in the proxy statement accompanying this notice. The
record date for the Annual Meeting is June 18, 2015. Only stockholders of record at the close of business on
that date may vote at the Annual Meeting or any postponement or adjournment thereof.
We are providing our stockholders with access to the proxy materials over the Internet using the ‘‘Notice
and Access’’ delivery model established by the Securities and Exchange Commission. This permits us to
conserve natural resources and reduces our printing costs, while giving our stockholders a convenient and
efficient way to access our proxy materials and vote their shares. On or about July 2, 2015, we intend to mail
a Notice of Internet Availability of Proxy Materials to our stockholders, informing them that our notice of
annual meeting and proxy statement, annual report to stockholders and voting instructions are available on the
Internet. As described in more detail in that notice, stockholders may choose to access our materials through
the Internet or may request to receive paper copies of the proxy materials.
By Order of the Board of Directors
Robert L. Lattuga
Senior Vice President and General Counsel
Emeryville, California
July 2, 2015
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the
meeting, please vote on the matters to be considered as promptly as possible in order to ensure
your representation at the meeting. You may vote via the Internet or by requesting a printed copy
of the proxy materials and returning the proxy card that will be mailed to you. Even if you have
voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if
your shares are held of record by a broker, bank or other nominee and you wish to vote at the
meeting, you must obtain a proxy issued in your name from that record holder.