CHEGG, INC 8-K

What Happened

• Chegg, Inc. (CHGG) filed an 8-K on June 17, 2026 reporting the results of its June 12, 2026 Annual Meeting of Stockholders. Stockholders elected the nominated directors, approved a non‑binding advisory vote on executive compensation for 2025, ratified Grant Thornton LLP as the company’s independent auditor for 2026, and approved an amendment authorizing a reverse stock split (1‑for‑4 to 1‑for‑15) to be implemented at the Board’s discretion.

Key Details

• Director elections:
  • Dan Rosensweig (Class I): For 34,892,584; Against 10,617,103; Abstain 89,657; Broker non‑votes 39,580,243. Term: until the third annual meeting following 2026.
  • Ted Schlein (Class I): For 34,137,193; Against 11,364,248; Abstain 97,902; Broker non‑votes 39,580,244. Term: until the third annual meeting following 2026.
  • Renee Budig (Class III): For 35,433,388; Against 10,076,087; Abstain 89,870; Broker non‑votes 39,580,242. Term: until the second annual meeting following 2026.
• Say‑on‑pay (non‑binding): For 34,129,514; Against 11,226,027; Abstain 243,803; Broker non‑votes 39,580,243.
• Auditor ratification: Grant Thornton LLP ratified — For 80,912,997; Against 4,153,126; Abstain 113,463.
• Reverse split amendment approved: For 77,625,747; Against 7,324,294; Abstain 229,544. Amendment permits a reverse split ratio between 1‑for‑4 and 1‑for‑15, with implementation and final ratio left to the Board’s sole discretion.

Why It Matters

• The reverse split amendment gives the Board the authority to consolidate shares (1‑for‑4 up to 1‑for‑15) if it decides that’s appropriate; such a move would reduce share count and increase the per‑share price, which can affect liquidity and index/listing considerations. The amendment’s approval does not mean a reverse split will occur—only that the Board can implement one in the future.
• Election of the nominated directors and ratification of Grant Thornton maintain the company’s current governance and auditor relationship. The non‑binding say‑on‑pay was approved, indicating majority support for 2025 executive compensation, though the vote showed a meaningful minority opposition that investors may watch going forward.