Chegg 2014 Annual Report Download - page 14

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Compensation Committee Interlocks and Insider Participation
The members of our compensation committee during 2014 were Ms. Levine and Messrs. Housenbold and Mr. Schlein.
None of the members of our compensation committee in 2014 was at any time during the last fiscal year or at any other time an
officer or employee of Chegg or any of its subsidiaries, and none had or have any relationships with Chegg that are required to
be disclosed under Item 404 of Regulation S-K. None of our executive officers has served as a member of the board of
directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who
served on our board of directors or compensation committee during 2014.
Board and Committee Meetings and Attendance
The board of directors is responsible for the management and direction of the Company and for establishing broad
corporate policies. The board of directors meets periodically during the Company’s fiscal year to review significant
developments affecting the Company and to act on matters requiring the board of directors’ approval. The board of directors
held 5 meetings during 2014, and also acted by unanimous written consent, the audit committee held 7 meetings, and also acted
by unanimous written consent, the compensation committee held 5 meetings, and also acted by unanimous written consent, and
the nominating and corporate governance committee held 3 meetings, and also acted by unanimous written consent. During
2014, each member of the board of directors participated in at least 75% of the aggregate of all meetings of the board of
directors and of all meetings of committees on which such member served, that were held during the period in which such
director served.
Board Attendance at Annual Stockholders’ Meeting
Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of
stockholders. All of our directors attended our last annual meeting of our stockholders on May 22, 2014.
Presiding Director of Non-Employee Director Meetings
The non-employee directors meet in regularly scheduled executive sessions without management to promote open and
honest discussion. Ms. Levine, chair of the nominating and corporate governance committee, is the presiding director at these
meetings.
Communication with Directors
Stockholders and interested parties who wish to communicate with our board of directors, non-management member
of our board of directors as a group, a committee of the board of directors or a specific member of our board of directors
(including our chairman or lead independent director, if any) may do so by letters addressed to the attention of our Corporate
Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of the board of directors
consistent with a screening policy providing that unsolicited items, sales materials, and other routine items and items unrelated
to the duties and responsibilities of the board of directors not be relayed on to directors. Any communication that is not relayed
is recorded in a log and made available to our board of directors.
The address for these communications is: Corporate Secretary
Chegg, Inc.
3990 Freedom Circle
Santa Clara, California 95054
Code of Business Conduct and Ethics
We have adopted codes of business conduct and ethics that apply to all of our board members, officers and employees.
Our Code of Business Conduct and Ethics is posted on the investor relations section of our website located at
investor.chegg.com, under “Corporate Governance.” Any amendments or waivers of our Code of Business Conduct and Ethics
pertaining to a member of our board or one of our executive officers will be disclosed on our website at the above-referenced
address.