Chegg 2013 Annual Report Download - page 20

NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS
Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the
recommendation of the nominating and corporate governance committee in accordance with the committee’s
charter, our certificate of incorporation and bylaws, our Corporate Governance Guidelines, and the criteria
adopted by the board of directors regarding director candidate qualifications. In recommending candidates for
nomination, the nominating and corporate governance committee considers candidates recommended by
directors, officers, employees, stockholders and others, using the same criteria to evaluate all candidates.
Evaluations of candidates generally involve a review of background materials, internal discussions and
interviews with selected candidates as appropriate and, in addition, the committee may engage consultants or
third-party search firms to assist in identifying and evaluating potential nominees.
Additional information regarding the process for properly submitting stockholder nominations for
candidates for membership on our board of directors is set forth below under “Stockholder Proposals to Be
Presented at Next Annual Meeting.”
Director Qualifications
With the goal of developing a diverse, experienced and highly-qualified board of directors, the nominating
and corporate governance committee is responsible for developing and recommending to the board of directors
the desired qualifications, expertise and characteristics of members of our board of directors, including the
specific minimum qualifications that the committee believes must be met by a committee-recommended nominee
for membership on the board of directors and any specific qualities or skills that the committee believes are
necessary for one or more of the members of the board of directors to possess.
Since the identification, evaluation and selection of qualified directors is a complex and subjective process
that requires consideration of many intangible factors, and will be significantly influenced by the particular needs
of the board of directors from time to time, our board of directors has not adopted a specific set of minimum
qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to
meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our certificate of incorporation,
bylaws, Corporate Governance Guidelines, and charters of the board committees. In addition, neither the board of
directors nor the nominating and corporate governance committee has a formal policy with regard to the
consideration of diversity in identifying nominees. When considering nominees, the nominating and corporate
governance committee may take into consideration many factors including, among other things, a candidate’s
independence, integrity, skills, financial and other expertise, breadth of experience, and knowledge about our
business or industry and ability to devote adequate time and effort to responsibilities of the board of directors in
the context of its existing composition. Through the nomination process, the nominating and corporate
governance committee seeks to promote board membership that reflects a diversity of business experience,
expertise, viewpoints, personal backgrounds and other characteristics that are expected to contribute to the board
of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1
below includes the primary individual experience, qualifications, attributes and skills of each of our directors that
led to the conclusion that each director should serve as a member of our board of directors at this time.
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