Chegg (CHGG) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 12, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on director elections, executive compensation, auditor ratification, and a reverse stock split.

• The company is focused on strategic repositioning, emphasizing growth in skilling and language learning markets.

• Environmental impact reduction is prioritized through electronic delivery of proxy materials.

Voting matters and shareholder proposals

• Election of two Class I directors (Dan Rosensweig, Ted Schlein) and one Class III director (Renee Budig).

• Advisory vote on executive compensation for 2025.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Approval of a reverse stock split at a ratio between 1-for-4 and 1-for-15 to maintain NYSE listing.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of five directors, with a mix of tenures and diverse backgrounds.

• Committees: Audit, Compensation, Governance and Sustainability, all comprised of independent directors.

• Annual board and committee evaluations, director onboarding, and continuing education are emphasized.

• Stock ownership guidelines require directors to hold equity worth at least three times their annual retainer.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.