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0001364954false00013649542025-06-042025-06-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 4, 2025
Chegg, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36180 20-3237489
(State or other jurisdiction of incorporation) (Commission File Number)   (IRS Employer Identification No.)

3990 Freedom Circle
Santa Clara, California   95054
(Address of principal executive offices)   (Zip Code)
(408) 855-5700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share CHGG The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 4, 2025, Chegg, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Meeting"). As further described in Item 5.07 below, at the Meeting, stockholders approved the amendment to the 2023 Equity Incentive Plan (the "2023 EIP amendment"). The Company's Board of Directors (the "Board") had previously approved the 2023 EIP amendment, subject to stockholder approval.

Descriptions of the material terms of the 2023 EIP amendment are contained in the sections entitled "Proposal No. 4: Approval of an Amendment to the Equity Incentive Plan" of the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on April 17, 2025 (the "Proxy Statement"). Those descriptions are incorporated into this Item 5.02 by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the 2023 EIP amendment attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. A form of Global Restricted Stock Unit Award Agreement, Global Performance Restricted Stock Unit Award Agreement, Global Stock Option Award Agreement and Global Performance Stock Option Award Agreement approved by the Board for use with the 2023 EIP amendment are appended to the 2023 EIP amendment filed herewith.

Item 5.07    Submissions of Matters to a Vote of Security Holders.

On June 4, 2025, at the Meeting, the stockholders voted on the following four proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2025.

The nominated director was elected and the other proposals were approved by the required stockholder vote. The final voting results with respect to each proposal are set forth in the following tables.

1.To elect one Class III director, to serve until the third annual meeting of stockholders following the Meeting and until her successor is elected and qualified or until her resignation or removal:

Nominee For Against Broker Non-Votes
Marcela Martin 42,018,364 7,167,446 27,290,003

2.To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024:

For Against Abstain Broker Non-Votes
41,453,176 7,295,706 475,397 27,290,003

3.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025:

For Against Abstain Broker Non-Votes
74,461,974 1,526,579 525,729 —

4.To approve the Amendment to the 2023 Equity Incentive Plan:

For Against Abstain Broker Non-Votes
25,448,598 23,711,127 64,554 27,290,003



Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CHEGG, INC.
By: /S/ DAVID LONGO
David Longo
Chief Financial Officer
Date: June 6, 2025

EX-10.1 2 a0604258-kex101.htm EX-10.1 Document

Exhibit 10.1
AMENDMENT NO. 1 TO CHEGG, INC. 2023 EQUITY INCENTIVE PLAN

Chegg, Inc., a Delaware corporation (the “Company”), adopted the 2023 Equity Incentive Plan on April 7, 2023 (the “Plan”). Prior to this Amendment No. 1 to the Plan, the number of shares of Common Stock, par value $0.001 per share, reserved under the Plan was 12,000,000.

The Board of Directors of the Company (the “Board”) may, with stockholder approval, amend the Plan to increase the number of authorized shares reserved for issuance under the Plan.

The Board has determined that it is advantageous to the Company and necessary to attract and retain the best available personnel to amend the Plan to increase the number of shares reserved for issuance under the Plan.

Now, therefore, the Plan is hereby amended as follows:

1. Section 2.1 of the Plan shall be amended and restated as follows:

“2.1. Number of Shares Available. Subject to Sections 2.5 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan, as of the Effective Date, is 10,037,610 Shares, plus (a) shares that are subject to stock options or other awards granted under the Prior Plan that cease to be subject to such stock options or other awards by forfeiture or otherwise after the Effective Date, (b) shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (c) shares issued under the Prior Plan that are repurchased by the Company at the original issue price and (d) shares that are subject to stock options or other awards under the Prior Plan that are used to pay the Exercise Price of an option or withheld to satisfy the tax withholding obligations related to any award. After the Effective Date, no further awards can be granted under the Prior Plan.”

Except as expressly set forth in this Amendment No. 1, all other terms and conditions set forth in the Plan shall remain in full force and effect. Each capitalized term used and not defined herein shall have the meaning set forth in the Plan.

Subject to approval of the stockholders, this Amendment No. 1 was adopted by the Board of Directors of the Company as of April 17, 2025.

This Amendment No. 1 was approved by the stockholders of the Company at the annual meeting of stockholders held on June 4, 2025.