LeapFrog 2015 Annual Report Download - page 117

PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to our certificate of incorporation, the number of authorized LeapFrog directors has been set at
nine by a resolution of our board of directors. There are nine nominees for director at the Annual Meeting.
Stockholders cannot submit proxies voting for more than nine directors. Each director to be elected will hold
office until the next annual meeting of stockholders and until his or her successor is elected or until the
director’s death, resignation or removal. Each nominee listed below is currently a director of LeapFrog. Each
of these nominees was elected by the stockholders, except for Mr. Stephen Youngwood, who was appointed
by our board of directors on June 26, 2014.
Directors are elected by a plurality of the votes properly cast in person or by proxy. The nine nominees
receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will
be voted, if authority to do so is not withheld, for the election of the nine nominees named below. If any
nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have
been voted for such nominee will instead be voted for the election of a substitute nominee proposed by our
board of directors and the nominating and corporate governance committee. Each person nominated for
election has agreed to serve if elected. LeapFrog has no reason to believe that any nominee will be unable
to serve.
NOMINEES
The following table sets forth information as of June 30, 2015, with respect to the nominees for election
to our board of directors:
Name Age Position/Office Held with LeapFrog
John Barbour 56 Chief Executive Officer and Director
William B. Chiasson 63 Chairman of the Board
Thomas J. Kalinske 70 Vice Chairman of the Board
Stanley E. Maron 67 Director
E. Stanton McKee, Jr. 70 Director
Joanna Rees 53 Director
Randy O. Rissman 67 Director
Caden C. Wang 63 Director
Stephen M. Youngwood 45 Director
Our board of directors and the nominating and corporate governance committee seek to assemble a board
that possesses a diversity of background and experience in areas relevant to our business. To that end, the
nominating and corporate governance committee has identified and evaluated nominees in the context of the
board’s overall composition, with the goal of recruiting and nominating members who complement and
strengthen the skills of other members and who possess the highest personal and professional ethics, integrity
and values and have demonstrated excellence in his or her field, have the ability to exercise sound business
judgment and have the commitment to rigorously represent the long-term interests of the Company’s
stockholders. The brief biographies below include information regarding the specific and particular experience,
qualifications, attributes or skills of each nominee that led the nominating and corporate governance
committee to believe that, as of the date of this proxy statement, that nominee should continue to serve on the
board. However, each of the members of the nominating and corporate governance committee may have a
variety of reasons why he or she believes a particular person would be an appropriate board member, and
these views may differ from the views of other members.
John Barbour has served as our Chief Executive Officer and as a member of our board of directors since
March 2011. Prior to joining LeapFrog, he served as President of the GameHouse division of RealNetworks,
Inc., a digital media company, from October 2008 to August 2010. From October 2006 to October 2008,
Mr. Barbour served as the Managing Partner of Volta Capital, LLC, a strategy and investment consulting firm.
From 1999 to June 2006, Mr. Barbour served in various capacities for Toys ‘‘R’’ Us, Inc., a retailer of
children’s toys and products. He served as President, Toys ‘‘R’’ Us U.S. from August 2004 to June 2006, as
President, Toys ‘‘R’’ Us International and Chairman, Toys ‘‘R’’ Us Japan from February 2002 to August 2004,
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