LeapFrog 2015 Annual Report Download - page 183

of the corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of
a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage
of the corporation’s voting shares reasonably believed by such stockholder or beneficial owner to be sufficient
to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case,
have included in such materials the Solicitation Notice, and (iv) if no Solicitation Notice relating thereto has
been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or
nomination must not have solicited a number of proxies sufficient to have required the delivery of such a
Solicitation Notice under this Section 5. A stockholder who complies with the notice procedures set forth in
this Section 5 is permitted to present the nomination or stockholder proposal at the annual meeting of
stockholders but is not entitled to have a nominee or stockholder proposal included in the corporation’s proxy
statement in the absence of an applicable rule of the Securities and Exchange Commission requiring the
corporation to include a director nomination or stockholder proposal made by a stockholder in the
corporation’s proxy statement. To be timely, a stockholder’s notice shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of business on the ninetieth (90
th
) day
nor earlier than the close of business on the one hundred twentieth (120
th
) day prior to the first anniversary of
the date on which the corporation first mailed its proxy materials (or, in the absence of proxy materials, its
notice of meeting) for the previous year’s annual meeting of stockholders; provided, however, that in the event
that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than
thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be
timely must be so delivered not earlier than the close of business on the one hundred twentieth (120
th
) day
prior to such annual meeting and not later than the close of business on the later of the ninetieth (90
th
) day
prior to such annual meeting or the tenth (10
th
) day following the day on which public announcement of the
date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting, or
public announcement thereof, commence a new time period for the giving of a stockholder’s notice as
described above. Such stockholder’s notice shall set forth: (A) as to each person whom the stockholder
proposed to nominate for election or reelection as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election contest, or is
otherwise required, in each case pursuant to Regulation 14A under the 1934 Act, including Rule 14a-4(d)
thereunder (including such person’s written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (B) as to any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such business of such stockholder and the
beneficial owner, if any, on whose behalf the proposal is made; (C) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of
such stockholder, as they appear on the corporation’s books, and of such beneficial owner, and (ii) the class
and number of shares of the corporation which are owned beneficially and of record by such stockholder and
such beneficial owner; (D) as to the stockholder giving the notice and any Stockholder Associated Person
(as defined below) or any member of such stockholder’s immediate family sharing the same household,
whether and the extent to which any hedging or other transaction or series of transactions has been entered
into by or on behalf of, or any other agreement, arrangement or understanding (including, but not limited to,
any short position or any borrowing or lending of shares of stock) has been made, the effect or intent of
which is to mitigate loss or increase profit to or manage the risk or benefit of stock price changes for, or to
increase or decrease the voting power of, such stockholder, such Stockholder Associated Person or family
member with respect to any share of stock of the corporation (each, a ‘‘Relevant Hedge Transaction’’), (E) as
to the stockholder giving the notice and any Stockholder Associated Person or any member of such
stockholder’s immediate family sharing the same household, to the extent not set forth pursuant to the
immediately preceding clause, (i) whether and the extent to which such stockholder, Stockholder Associated
Person or family member has direct or indirect beneficial ownership of any option, warrant, convertible
security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement
payment or mechanism at a price related to any class or series of shares of the corporation, whether or not
such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the
corporation or otherwise, or any other direct or indirect opportunity to profit or share in any profit derived
from any increase or decrease in the value of shares of the corporation (a ‘‘Derivative Instrument’’),
(ii) any rights to dividends on the shares of the corporation owned beneficially by such stockholder,
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