LeapFrog 2015 Annual Report Download - page 123

PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The audit committee of our board of directors has selected PricewaterhouseCoopers LLP, or PwC, as our
independent registered public accounting firm and as auditors of the Company’s consolidated financial
statements for the fiscal year ending March 31, 2016. PwC has audited our consolidated financial statements
since September 2013. In deciding to engage PwC, the audit committee reviewed auditor independence and
existing commercial relationships with PwC, and concluded that PwC has no commercial relationship with the
Company that would impair its independence.
The audit committee has directed that management submit the selection of PwC as the Company’s
independent registered public accounting firm for the fiscal year ending March 31, 2016 for ratification by the
stockholders at the Annual Meeting. Neither our bylaws nor other governing documents or law require
stockholder ratification of the selection of our independent registered public accounting firm. However, the
audit committee is submitting the selection of PwC to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether
or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the
appointment of a different independent registered public accounting firm at any time during the year if they
determine that such a change would be in the best interests of the company and our stockholders.
Representatives of PwC are expected to be present at the Annual Meeting, will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate questions.
Prior to September 2013, Ernst & Young LLP, or Ernst & Young, had served as the Company’s
independent registered public accounting firm since 1997. The selection of PwC followed a competitive
selection process, conducted in September 2013, to determine the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2013. The audit committee invited several
international public accounting firms to participate in this process, including Ernst & Young. As a result of
this process, on September 17, 2013, the audit committee approved the appointment of PwC as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2013. Also on
September 17, 2013, the audit committee dismissed Ernst & Young as the Company’s independent registered
public accounting firm effective as of that date.
The reports of Ernst & Young on the Company’s financial statements for the fiscal years ended
December 31, 2012 and 2011 did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of
the Company’s financial statements for the fiscal years ended December 31, 2012 and 2011, and in the
subsequent interim period through September 17, 2013, there were no disagreements with Ernst & Young on
any matters of accounting principles or practices, financial statement disclosure or auditing scope and
procedures which, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to
make reference to the matter in their report. There were no reportable events (as that term is described in
Item 304(a)(1)(v) of Regulation S-K) during the two fiscal years ended December 31, 2012 and 2011, or in
the subsequent period through September 17, 2013.
The Company provided Ernst & Young with a copy of the disclosures it would make in a Current Report
on Form 8-K (the ‘‘Report’’) prior to the time the Report was filed with the SEC. The Company requested
that Ernst & Young furnish a letter addressed to the SEC stating whether or not it agreed with the statements
made therein. A copy of Ernst & Young’s letter dated September 20, 2013 was attached as Exhibit 16.1 to the
Report filed September 20, 2013.
During the years ended December 31, 2011 and December 31, 2012 and in the subsequent interim period
through September 17, 2013, the Company had not consulted with PwC with respect to the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
would have been rendered on the Company’s consolidated financial statements, or any other matters set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-K.
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