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 4, 2014
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 5.07Submission of Matters to a Vote of Security Holders.

 

On June 4, 2014, 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 PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2013.

 

·Proposal 3: Approval, in a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in our proxy statement.

 

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 79,960,532 420,658 20,676,352
William B. Chiasson 79,839,052 542,138 20,676,352
Thomas J. Kalinske 69,574,047 10,807,143 20,676,352
Stanley E. Maron 67,653,186 12,728,004 20,676,352
E. Stanton McKee, Jr. 68,137,494 12,243,696 20,676,352
Joanna Rees 80,009,481 371,709 20,676,352
Randy O. Rissman 80,037,106 344,084 20,676,352
Caden C. Wang 67,914,066 12,467,124 20,676,352

 

Proposal 2

 

The proposal to ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2014 was ratified by the following vote:

 

For Against Abstained
100,566,396 352,889 138,257

 

Proposal 3

 

The proposal to approve, in a non-binding advisory vote, of the compensation of our named executive officers, as disclosed in our proxy statement:

 

For Against Abstained Broker Non-Vote
78,546,283 1,693,479 141,428 20,676,352

 

 
 

 

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.

 

 

LeapFrog Enterprises, Inc.

  

   
  By: /s/ Raymond L. Arthur  
Date:  June 10, 2014   Raymond L. Arthur
    Chief Financial Officer