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 5.07 | Submission 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 |
| | |
