Chegg 2015 Annual Report Download - page 11

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above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares
that constitute broker non-votes will be counted for the purpose of establishing a quorum for the meeting.
If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one
name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions
included on the Notice of Internet Availability on how to access each proxy card and vote each proxy card by telephone or via
the Internet. If you requested or received paper proxy materials by mail, please complete, sign and return each proxy card to
ensure that all of your shares are voted.
Expenses of Soliciting Proxies
The expenses of soliciting proxies will be paid by Chegg. Following the original mailing of the soliciting materials,
Chegg and its agents may solicit proxies by mail, email, telephone, facsimile, by other similar means, or in person. Our
directors, officers, and other employees, without additional compensation, may solicit proxies personally or in writing, by
telephone, email, or otherwise. Following the original mailing of the soliciting materials, Chegg will request brokers to forward
copies of the soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies. In
such cases, Chegg, upon the request of the record holders, will reimburse such holders for their reasonable expenses. If you
choose to access the proxy materials and/or vote via the Internet, you are responsible for any Internet access charges you may
incur.
Revocability of Proxies
A stockholder of record who has given a proxy may revoke it at any time before it is exercised at the meeting by:
• delivering to the Corporate Secretary of Chegg (by any means, including facsimile) a written notice stating
that the proxy is revoked;
• signing and delivering a proxy bearing a later date;
• voting again by telephone or via the Internet; or
• attending and voting at the meeting (although attendance at the meeting will not, by itself, revoke a proxy).
Please note, however, that if your shares are held of record by a broker and you wish to revoke a proxy, you must
contact that firm to revoke any prior voting instructions. In the event of multiple online or telephone votes by a stockholder,
each vote will supersede the previous vote and the previous vote and the last vote cast will be deemed to be the final vote of the
stockholder unless revoked in person at the meeting.
Electronic Access to the Proxy Materials
The Notice of Internet Availability will provide you with instructions regarding how to:
• view our proxy materials for the meeting via the Internet; and
• instruct us to send our future proxy materials to you electronically by email.
Choosing to receive your future proxy materials by email will reduce the impact of our annual meetings of
stockholders on the environment and lower the costs of printing and distributing our proxy materials. If you choose to receive
future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a
link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
Voting Results
Voting results will be tabulated and certified by the inspector of elections appointed for the meeting. The preliminary
voting results will be announced at the meeting and posted on our website at investor.chegg.com. The final results will be
tallied by the inspector of elections and filed with the SEC in a Current Report on Form 8-K within four business days of the
meeting.