Chegg 2015 Annual Report Download - page 10

6
Stockholder of Record: Shares Registered in Your Name. If, on April 4, 2016, your shares were registered directly in
your name with our transfer agent, American Stock Transfer & Trust Company, then you are considered the stockholder of
record with respect to those shares. As a stockholder of record, you may vote at the meeting or vote by telephone, via the
Internet, or if you request or receive paper proxy materials by mail, by filling out and returning the proxy card.
Beneficial Owner: Shares Registered in the Name of a Broker. If, on April 4, 2016, your shares were held in an account
with a broker, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to
direct your broker on how to vote the shares held in your account. However, the broker that holds your shares is considered the
stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not vote
your shares at the meeting unless you request and obtain a valid proxy from the broker that holds your shares giving you the
right to vote the shares at the meeting.
Required Vote
Each director nominated in Proposal No. 1 will be elected by a plurality of the votes cast, which means that the two
individuals nominated for election to the board of directors at the meeting receiving the highest number of “FOR” votes will be
elected. You may either vote “FOR” one or more nominees or “WITHHOLD” your vote with respect to one or more nominees.
Approval of Proposal No. 2 will be obtained if the number of votes cast “FOR” the proposal at the meeting exceeds the number
of votes cast “AGAINST” the proposal. Abstentions (shares present at the meeting and voted “ABSTAIN”) are counted for
purposes of determining whether a quorum is present, and have no effect on the outcome of the matters voted upon. Broker
non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive
voting instructions from the beneficial owner, or (ii) the broker lacked discretionary authority to vote the shares. Broker non-
votes are counted for purposes of determining whether a quorum is present, and have no effect on the outcome of the matters
voted upon. Note that if you are a beneficial holder and do not provide specific voting instructions to your broker, the broker
that holds your shares will not be authorized to vote on the election of directors. Accordingly, we encourage you to provide
voting instructions to your broker, whether or not you plan to attend the meeting.
Recommendations of the Board of Directors on Each of the Proposals Scheduled to be Voted on at the Meeting
The board of directors recommends that you vote FOR each of the Class III directors named in this proxy statement
(Proposal No. 1) and FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2016 (Proposal No. 2).
Voting Instructions; Voting of Proxies
If you are a stockholder of record, you may:
• vote in person – we will provide a ballot to stockholders who attend the meeting and wish to vote in person;
• vote via telephone or Internet – in order to do so, please follow the instructions shown on your Notice of
Internet Availability or proxy card; or
• vote by mail – if you request or receive a paper proxy card and voting instructions by mail, simply complete,
sign and date the enclosed proxy card and return it before the meeting in the envelope provided.
Votes submitted by telephone or via the Internet must be received by 11:59 p.m., Eastern Time, on June 1, 2016.
Submitting your proxy (whether by telephone, via the Internet or by mail if you request or received a paper proxy card) will not
affect your right to vote in person should you decide to attend the meeting. If you are not the stockholder of record, please refer
to the voting instructions provided by your nominee to direct it how to vote your shares. For Proposal No. 1, you may either
vote “FOR” all of the nominees to the board of directors, or you may “WITHHOLD“ your vote from any nominee you specify.
For Proposal No. 2, you may vote “FOR” or “AGAINST” or “ABSTAIN” from voting. Your vote is important. Whether or not
you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted.
All proxies will be voted in accordance with the instructions specified on the proxy card. If you sign a physical proxy
card and return it without instructions as to how your shares should be voted on a particular proposal at the meeting, your
shares will be voted in accordance with the recommendations of our board of directors stated above.
If you received a Notice of Internet Availability, please follow the instructions included on the notice on how to access
your proxy card and vote by telephone or via the Internet. If you do not vote and you hold your shares in street name, and your
broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described