Chegg 2015 Annual Report Download - page 15

11
• identifies, recruits, evaluates and recommends nominees to our board of directors and committees of our
board of directors;
• conducts searches for qualified directors;
• annually evaluates the performance of our board of directors and of individual directors;
• considers and makes recommendations to the board of directors regarding the composition and leadership
structure of the board of directors and its committees;
• reviews developments in corporate governance practices;
• evaluates the adequacy of our corporate governance practices and reporting; and
• makes recommendations to our board of directors concerning corporate governance matters.
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee during 2015 were Ms. Levine and Messrs. Housenbold and Schlein.
None of the members of our compensation committee in 2015 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 has 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 2015.
Board and Committee Meetings and Attendance
Our board of directors is responsible for the management and direction of Chegg and for establishing broad corporate
policies. The board of directors meets periodically during our fiscal year to review significant developments affecting us and to
act on matters requiring the board of directors’ approval. The board of directors held four meetings during 2015 and acted six
times by unanimous written consent, the audit committee held five meetings, and acted five times by unanimous written
consent, the compensation committee held three meetings, and also acted five times by unanimous written consent, and the
nominating and corporate governance committee held four meetings. During 2015, 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 then serving directors attended our last annual meeting of our stockholders held on June 4, 2015.
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 members
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