Chegg 2014 Annual Report Download - page 15

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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 the 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.