LeapFrog 2015 Annual Report Download - page 114

• You may send a written notice that you are revoking your proxy to our Corporate Secretary at
6401 Hollis Street, Suite 100, Emeryville, California 94608-1463; or
• You may attend the Annual Meeting and vote in person.
Matters to be Presented
There are four matters scheduled for a vote and for which we are soliciting your proxy:
1. Election of our board’s nine (9) 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 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; and
4. Approval of an amendment to the 2011 EIP to increase the share reserve.
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 66,328,506 shares of Class A common stock outstanding and 4,394,354 shares of Class B
common stock outstanding, all of which are entitled to vote and represent a total 110,272,046 votes. Thus,
holders of shares representing at least 55,136,024 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, for the approval of an amendment to our bylaws and for the approval of the
amendment to the 2011 EIP, you may vote ‘‘For’’ or ‘‘Against’’ the proposal or abstain from voting.
The nine 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, the
proposal to amend our bylaws and the proposal to amend the 2011 EIP, the proposal 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. Broker non-votes will not count for or against the proposals to amend our bylaws or to
amend the 2011 EIP. If you ‘‘Abstain’’ from voting for the ratification of PwC, the approval of an amendment
to our bylaws or the approval of an amendment to the 2011 EIP, it will have the same effect as an ‘‘Against’’
vote.
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