Chegg 2013 Annual Report Download - page 26

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has selected Ernst & Young LLP as Chegg’s principal independent registered public
accounting firm to perform the audit of Chegg’s consolidated financial statements for fiscal year ending
December 31, 2014. As a matter of good corporate governance, our audit committee has decided to submit its
selection of principal independent registered public accounting firm to stockholders for ratification. In the event
that Ernst & Young LLP is not ratified by our stockholders, the audit committee will review its future selection
of Ernst & Young LLP as Chegg’s principal independent registered public accounting firm.
Ernst & Young LLP audited Chegg’s financial statements for Chegg’s 2013 fiscal year. Representatives of
Ernst & Young LLP are expected to be present at the meeting, in which case they will be given an opportunity to
make a statement at the meeting if they desire to do so, and will be available to respond to appropriate questions.
Principal Accountant Fees and Services
We regularly review the services and fees from our independent registered public accounting firm. These
services and fees are also reviewed with our audit committee annually. In accordance with standard policy,
Ernst & Young LLP periodically rotates the individuals who are responsible for Chegg’s audit.
In addition to performing the audit of Chegg’s consolidated financial statements, Ernst & Young LLP
provided various other services during 2013 and 2012. Our audit committee has determined that Ernst & Young
LLP’s provisioning of these services, which are described below, does not impair Ernst & Young LLP’s
independence from Chegg. The aggregate fees for 2013 and 2012 for each of the following categories of services
are as follows:
Fees Billed to Chegg Fiscal Year 2013 Fiscal Year 2012
Audit fees(1) $2,326,986 $690,340
Audit related fees(2) — 25,540
Tax fees(3) — 61,800
All other fees — —
Total fees $2,326,986 $777,680
(1) “Audit fees” include fees for professional services rendered in connection with the audit of our annual
financial statements, review of our quarterly financial statements. This category also includes fees for
services that were incurred in connection with our initial public offering, and other statutory and regulatory
filings or engagements.
(2) “Audit related fees” include fees for professional services rendered in connection with acquisition and other
advisory services.
(3) “Tax fees” include fees in connection with tax compliance and tax consulting services.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the
independent registered public accounting firm. These services may include audit services, audit-related services,
tax services and other services. Pre-approval is detailed as to the particular service or category of services and is
generally subject to a specific budget. The independent registered public accounting firm and management are
required to periodically report to the audit committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this pre-approval, and the fees for the services
performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All of
the services relating to the fees described in the table above were approved by our audit committee.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2
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