Chegg 2013 Annual Report Download - page 12

Voting Rights
Each holder of shares of common stock is entitled to one vote for each share of common stock held as of the
close of business on March 28, 2014, the record date. You may vote all shares owned by you as of March 28,
2014, including (1) shares held directly in your name as the stockholder of record, and (2) shares held for you as
the beneficial owner in street name through a broker, bank, trustee, or other nominee.
Stockholder of Record: Shares Registered in Your Name. If on March 28, 2014 your shares were registered
directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are
considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the
meeting or vote by telephone, through the Internet, or if you request or receive paper proxy materials by mail, by
filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If on March 28, 2014 your shares
were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the
shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the
shares held in your account. However, the organization that holds your shares is considered the stockholder of
record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not vote
your shares at the meeting unless you request and obtain a valid proxy from the organization that holds your
shares giving you the right to vote the shares at the meeting.
Required Vote
Each director will be elected by a plurality of the votes cast, which means that the three individuals
nominated for election to the board of directors at the meeting receiving the highest number of “FOR” votes will
be elected. You may either vote “FOR” one or more nominees or “WITHHOLD” your vote with respect to one or
more nominees. Approval of Proposal 2 will be obtained if the number of votes cast “FOR” the proposal at the
meeting exceeds the number of votes “AGAINST” the proposal. Abstentions (shares present at the meeting and
voted “abstain”) are counted for purposes of determining whether a quorum is present, and have no effect on the
outcome of the matters voted upon. Broker non-votes occur when shares held by a broker for a beneficial owner
are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the
broker lacked discretionary authority to vote the shares. Broker non-votes are counted for purposes of
determining whether a quorum is present, and have no effect on the outcome of the matters voted upon. Note that
if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds
your shares will not be authorized to vote on the election of directors. Accordingly, we encourage you to provide
voting instructions to your broker, whether or not you plan to attend the meeting.
Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the
Meeting
The board of directors recommends that you vote FOR each of the Class I directors named in this proxy
statement (Proposal 1) and FOR the ratification of the appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2014 (Proposal 2).
Voting Instructions; Voting of Proxies
If you are a stockholder of record, you may:
• vote in person — we will provide a ballot to stockholders who attend the meeting and wish to vote in
person;
• vote via telephone or via the Internet — in order to do so, please follow the instructions shown on your
Notice of Internet Availability or proxy card; or
6