Chegg 2013 Annual Report Download - page 87

Delaware law and provisions in our restated certificate of incorporation and restated bylaws that went into
effect at the closing of our IPO could make a merger, tender offer or proxy contest difficult, thereby
depressing the trading price of our common stock.
Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation
Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business
combination with an interested stockholder for a period of three years after the person becomes an interested
stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our restated
certificate of incorporation and restated bylaws contain provisions that may make the acquisition of our company
more difficult, including the following:
• our board of directors will be classified into three classes of directors with staggered three-year terms
and directors will only be able to be removed from office for cause and by the approval of the holders
of at least two-thirds of our outstanding common stock;
• subject to certain limitations, our board of directors will have the sole right to set the number of
directors and to fill a vacancy resulting from any cause or created by the expansion of our board of
directors, which prevents stockholders from being able to fill vacancies on our board of directors;
• only our board of directors will be authorized to call a special meeting of stockholders;
• certain litigation against us can only be brought in Delaware;
• our restated certificate of incorporation will authorize undesignated preferred stock, the terms of which
may be established and shares of which may be issued, without the approval of the holders of common
stock;
• advance notice procedures will apply for stockholders to nominate candidates for election as directors
or to bring matters before an annual meeting of stockholders;
• our stockholders cannot act by written consent;
• our restated bylaws can only be amended by our board of directors or by the approval of the holders of
at least two-thirds of our outstanding common stock; and
• certain provisions of our restated certificate of incorporation can only be amended by the approval of
the holders of at least two-thirds of our outstanding common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters are located in Santa Clara, California and consist of approximately 45,000
square feet of space under a lease that expires in February 2019. We have an approximately 611,000 square-foot
warehouse in Shepherdsville, Kentucky under a lease that expires in November 2016. We have additional offices
in California, New Jersey, Oregon and Utah in the United States and internationally in India, Israel and China,
under leases that expire at varying times between 2014 and 2017. We believe our facilities are adequate for our
current needs and for the foreseeable future; however, we will continue to seek additional space as needed to
accommodate our growth.
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