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Table of Contents
90
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, compliance with Section 16(a) of the Exchange Act, our Audit Committee
and any changes to the process by which stockholders may recommend nominees to the Board required by this Item are
incorporated herein by reference to information contained in the Proxy Statement, including “Proposal No 1.-Election of
Directors”, “Section 16(a) Beneficial Ownership Reporting Compliance”, “Committees of our Board of Directors” and
“Stockholder Proposals to Be Presented at Next Annual Meeting.”
The information concerning our executive officers required by this Item is incorporated herein by reference to
information contained in the Proxy Statement including “Our Management.”
We have adopted a code of ethics, our Code of Business Conduct and Ethics, which applies to all employees,
including our principal executive officer, our principal financial officer, and all other executive officers, and our board of
directors. The Code of Business Conduct and Ethics is available on our Web site at investor.chegg.com under “Corporate
Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver
from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and
location specified above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to information contained in the Proxy
Statement, including “Compensation Committee Interlocks and Insider Participation” and “Executive Compensation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to information contained in the Proxy
Statement, including “Transactions with Related Parties, Founders and Control Persons” and “Independence of Directors.”
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information required by this Item is incorporated herein by reference to information contained in the Proxy
Statement, including “Corporate Governance Standards and Director Independence” “Transactions with Related Parties,
Founders and Control Persons” and “Employment, Severance and Change of Control Arrangements.”
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to information contained in the Proxy
Statement, including “Proposal No. 2- Appointment of Independent Registered Public Accounting Firm.”