Chegg 2015 Annual Report Download - page 17

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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 our nominating and corporate governance committee in accordance with the committee’s charter, our
certificate of incorporation and bylaws, our Corporate Governance Guidelines and criteria adopted by our 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 our 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 to our board of directors and
any specific qualities or skills that the committee believes are necessary for one or more of the members of our 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 the listing
rules of the NYSE and the provisions of our certificate of incorporation, bylaws, Corporate Governance Guidelines, and
charters of the board committees. In addition, neither our board of directors nor our nominating and corporate governance
committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering
candidates for nomination, 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,
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 nominee set forth in Proposal No. 1 below includes the primary individual experience,
qualifications, attributes and skills of each of our director nominees that led to the conclusion that each director nominee should
serve as a member of our board of directors at this time.