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Chegg (NYSE: CHGG) holders approve directors, pay, auditor and reverse stock split authority

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chegg, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 12, 2026. Stockholders elected two Class I directors, Dan Rosensweig and Ted Schlein, and one Class III director, Renee Budig, with each nominee receiving over 34 million votes in favor and substantial broker non-votes.

Stockholders also approved, on a non-binding advisory basis, the 2025 executive compensation program with 34,129,514 votes for and 11,226,027 against. They ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026 with 80,912,997 votes for.

In addition, stockholders approved an amendment to the Restated Certificate of Incorporation authorizing a reverse stock split of outstanding common stock at a ratio between 1-for-4 and 1-for-15, with the decision to implement and select the ratio left to the Board of Directors in its sole discretion.

Positive

  • None.

Negative

  • None.

Insights

Chegg’s shareholders backed all meeting proposals, including reverse split authority.

Stockholders supported all four items on the agenda, indicating broad approval of the current board, executive pay framework, and auditor. Director nominees each received more than 34 million votes for, alongside large broker non-vote totals typical of routine items.

The advisory vote on 2025 executive compensation passed with over 34 million votes in favor, while Grant Thornton LLP was ratified as auditor with nearly 81 million votes for. These results suggest continuity in oversight structures as described, without signaling changes to Chegg’s stated strategy.

The approval to amend the charter for a possible reverse stock split, at a ratio between 1-for-4 and 1-for-15, gives the board flexibility to adjust the share count and trading price if it later chooses. Any actual split and chosen ratio will depend on a future board decision.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Dan Rosensweig 34,892,584 votes Election as Class I director at 2026 annual meeting
Votes for Ted Schlein 34,137,193 votes Election as Class I director at 2026 annual meeting
Votes for Renee Budig 35,433,388 votes Election as Class III director at 2026 annual meeting
Say-on-pay support 34,129,514 votes for Advisory vote on 2025 executive compensation
Auditor ratification votes for 80,912,997 votes Grant Thornton LLP as 2026 independent auditor
Reverse split authority range 1-for-4 to 1-for-15 Approved amendment to Restated Certificate of Incorporation
Reverse split votes for 77,625,747 votes Approval of reverse stock split authorization
reverse stock split financial
"To approve an amendment ... to effect a reverse stock split of our outstanding common stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
non-binding advisory basis regulatory
"To approve, on a non-binding advisory basis, the compensation of our named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm regulatory
"To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes regulatory
"Nominee | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Restated Certificate of Incorporation regulatory
"To approve an amendment to our Restated Certificate of Incorporation to effect a reverse stock split"
A restated certificate of incorporation is an updated, single-document version of a company’s founding rules that folds together the original charter and all later changes into one clear set of terms — like replacing a patchwork manual with a clean, revised edition. Investors care because it clarifies ownership details, voting rights, share classes and other legal rules that affect control, dividends and how value is created or diluted, so it can change the risks and benefits of owning the stock.

FAQ

What did Chegg (CHGG) shareholders approve at the 2026 annual meeting?
Chegg shareholders approved all four proposals, including electing three directors, an advisory vote on 2025 executive compensation, ratification of Grant Thornton LLP as auditor for 2026, and authorization for a potential reverse stock split at a 1-for-4 to 1-for-15 ratio.

Were Chegg (CHGG) directors re-elected at the 2026 annual meeting?
Yes. Shareholders elected Dan Rosensweig and Ted Schlein as Class I directors and Renee Budig as a Class III director. Each nominee received more than 34 million votes for, with relatively small abstentions and substantial broker non-votes recorded.

How did Chegg (CHGG) shareholders vote on executive compensation for 2025?
Shareholders approved Chegg’s 2025 executive compensation on a non-binding advisory basis. The proposal received 34,129,514 votes for, 11,226,027 against, and 243,803 abstentions, with 39,580,243 broker non-votes reported in the voting results.

Which auditor did Chegg (CHGG) shareholders ratify for the 2026 fiscal year?
Shareholders ratified Grant Thornton LLP as Chegg’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 80,912,997 votes for, 4,153,126 against, and 113,463 abstentions, with no broker non-votes listed.

Did Chegg (CHGG) shareholders approve a reverse stock split authorization?
Yes. Stockholders approved an amendment to Chegg’s Restated Certificate of Incorporation authorizing a reverse stock split of outstanding common stock at a ratio between 1-for-4 and 1-for-15, with the board retaining discretion on whether to implement it and which ratio to use.

Is Chegg (CHGG) required to immediately implement the approved reverse stock split?
No. The approval authorizes, but does not require, a reverse stock split. The board of directors may decide whether to effect the reverse split and select a specific ratio within the 1-for-4 to 1-for-15 range at its sole discretion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001364954false00013649542026-06-122026-06-12

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 12, 2026
Chegg, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3618020-3237489
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

2261 Market Street STE 46218
San Francisco,California 94114
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareCHGGThe 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 5.07    Submissions of Matters to a Vote of Security Holders.

On June 12, 2026, Chegg, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). 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 28, 2026.

The nominated directors were 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 two Class I directors to serve until the third annual meeting of stockholders following this Meeting, and one Class III director to serve until the second annual meeting of stockholders following this Meeting, each to hold office until their successor is duly elected and qualified or until their resignation or removal:

NomineeForAgainstAbstainBroker Non-Votes
Dan Rosensweig (Class I)34,892,58410,617,10389,65739,580,243
Ted Schlein (Class I)34,137,19311,364,24897,90239,580,244
Renee Budig (Class III)35,433,38810,076,08789,87039,580,242

2.To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2025:

ForAgainstAbstainBroker Non-Votes
34,129,51411,226,027243,80339,580,243

3.To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:

ForAgainstAbstainBroker Non-Votes
80,912,9974,153,126113,463—

4.To approve an amendment to our Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at a ratio ranging from between 1-for-4 and 1-for-15 (the “Reverse Stock Split”), with the determination of whether to effect the Reverse Stock Split and the ratio to be used for any Reverse Stock Split to be approved by the Board in its sole discretion:

ForAgainstAbstainBroker Non-Votes
77,625,7477,324,294229,544—


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 and Corporate Secretary
Date: June 17, 2026

Source: View Original Filing on SEC EDGAR

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