Chegg (CHGG) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, to be held virtually, with voting on four key proposals including director election, executive compensation, auditor ratification, and an equity plan amendment.

• 2024 business highlights include 6.6M subscribers, $618M in revenue, and $50M in free cash flow.

• The company is focused on supporting students with AI-powered learning tools and has integrated new technologies to enhance its offerings.

Voting matters and shareholder proposals

• Proposals include electing one Class III director (Marcela Martin), a non-binding advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of an amendment to the 2023 Equity Incentive Plan.

• The board recommends voting FOR all proposals.

• Only stockholders of record as of April 7, 2025, are entitled to vote.

Board of directors and corporate governance

• The board consists of nine directors divided into three classes, with diverse backgrounds in finance, technology, media, and education.

• Marcela Martin is nominated for re-election, bringing extensive CFO experience.

• The board has Audit, Compensation, and Governance & Sustainability Committees, all composed of independent directors.

• Board leadership includes an Executive Chairman and a lead independent director, with regular evaluations and annual meeting attendance by all directors.

• Directors are compensated with a mix of cash and equity, with stock ownership guidelines in place.