UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
June 5,
2013
Date of Report (date of earliest event reported)
| LEAPFROG ENTERPRISES, INC. (Exact name of registrant as specified in its charter) | ||
| Delaware (State or other jurisdiction of incorporation) |
1-31396 (Commission File Number) |
95-4652013 (IRS Employer Identification No.) |
6401 Hollis Street, Suite 100
Emeryville, California 94608-1463
(Address of principal executive offices) (Zip Code)
|
(510) 420-5000 Registrant's telephone number, including area code |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 5, 2013, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The following proposals were submitted to and acted on by the stockholders at the Annual Meeting:
| · | Proposal 1: Election of our Board’s eight nominees for director to serve for the ensuing year and until their successors are elected. |
| · | Proposal 2: Ratification of the selection by the audit committee of our board of directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013. |
The foregoing proposals are described in more detail in our Proxy Statement. The final results for the votes regarding each proposal are set forth below:
Proposal 1
The following directors were elected to our Board by the following votes:
| Nominee | For | Authority Withheld | Broker Non-Vote | |
| John Barbour | 79,050,605 | 531,627 | 17,114,278 | |
| William B. Chiasson | 78,789,473 | 792,759 | 17,114,278 | |
| Thomas J. Kalinske | 66,522,866 | 13,059,366 | 17,114,278 | |
| Stanley E. Maron | 78,929,068 | 653,164 | 17,114,278 | |
| E. Stanton McKee, Jr. | 79,057,362 | 524,870 | 17,114,278 | |
| Theodore R. Mitchell | 65,935,322 | 13,646,910 | 17,114,278 | |
| Randy O. Rissman | 79,062,476 | 519,756 | 17,114,278 | |
| Caden C. Wang | 78,642,711 | 939,521 | 17,114,278 | |
Proposal 2
The proposal to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013 was ratified by the following vote:
| For | Against | Abstained |
| 89,117,034 | 7,230,589 | 348,487 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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LeapFrog Enterprises, Inc.
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| Date: June 6, 2013 | By: | /s/ Raymond L. Arthur | |
| Raymond L. Arthur | |||
| Chief Financial Officer | |||