Chegg (CHGG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and a reverse stock split amendment.

• Proxy materials are delivered electronically to reduce environmental impact and costs, with options for shareholders to vote online, by phone, or by mail.

• Only shareholders of record as of April 14, 2026, are entitled to vote, with each share representing one vote.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors and one Class III director, approving executive compensation (say-on-pay), ratifying Grant Thornton LLP as auditor, and amending the certificate of incorporation for a reverse stock split (1-for-4 to 1-for-15).

• The board recommends voting FOR all proposals.

• The reverse stock split is proposed to regain compliance with NYSE minimum price requirements and avoid delisting.

Board of directors and corporate governance

• The board consists of five directors divided into three classes, with a mix of independent and non-independent members.

• Committees include Audit, Compensation, and Governance & Sustainability, all composed of independent directors.

• The board conducts annual evaluations, director onboarding, and continuing education.

• Stock ownership guidelines require non-employee directors to own equity worth at least three times their annual cash retainer.