Chegg 2014 Annual Report Download - page 16

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13
PROPOSAL NO. 1
ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
Our board of directors currently consists of seven directors and is divided into three classes with each class serving for
three years, and with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand
for election at this meeting. The terms of office of directors in Class III and Class I do not expire until the annual meeting of
stockholders to be held in 2016 and 2017, respectively. At the recommendation of our nominating and corporate governance
committee, our board of directors proposes that each of the two Class II nominees named below be elected as a Class II director
for a three-year term expiring at the 2018 Annual Meeting of Stockholders and until such director’s successor is duly elected
and qualified or until such director’s earlier resignation or removal.
Shares represented by proxies will be voted “FOR” the election of each of the two nominees named below, unless the
proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not
serve, the proxies may be voted for such substitute nominee as the proxy holder may determine. Each nominee has consented to
being named in this proxy statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders
may not cumulate votes in the election of directors.