Form 8-K - Current report

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): September 17, 2024

Chegg, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36180

20-3237489

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


3990 Freedom Circle
Santa Clara,	California	95054
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CHGG	The 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 17, 2024, Sarah Bond and Dr. Paul LeBlanc, each members of the Board of Directors (the “Board”) of Chegg, Inc. (the “Company”), notified the Company of their respective decisions to resign from the Board, effective September 18, 2024. Their resignations are not the result of any dispute or disagreement with management or any matter relating to the Company’s operations, policies, or practices.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on September 18, 2024 related to the resignations described in Item 5.02. A copy of the press release is furnished as Exhibit 99.01 hereto and is incorporated herein by reference.

The information contained in this Item 7.01, including the press release attached as Exhibit 99.01 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and in the accompanying Exhibit 99.01 shall not be incorporated by reference into any registration statement or other document filed by Chegg with the Securities and Exchange Commission, whether made before or after the date of this Current Report on Form 8-K, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.01						Press release issued by Chegg, Inc., dated September 18, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
			Name: David Longo
			Title: Chief Financial Officer

Date: September 18, 2024

EXHIBIT 99.01

Chegg Announces Board Changes

SANTA CLARA, Calif.--(BUSINESS WIRE)--Chegg, a leading student-first online learning platform, announced today that Sarah Bond and Dr. Paul LeBlanc are departing its board of directors.

"On behalf of the entire board, I want to express our deepest gratitude to Sarah and Paul for their service and unwavering dedication over the years," said Dan Rosensweig, Executive Chairman and Co-Chairperson of the Chegg Board. "Their leadership and expertise have been instrumental in guiding our mission through the years. While we will miss their valuable insights and presence, we are grateful for their contributions."

"It's been an honor to be part of Chegg's journey these past four years. I continue to feel strongly about Chegg's mission to advocate for students and their academic success, and I look forward to the transformational impact the team will have in the future," Bond said.

Bond, president of Xbox, joined Chegg's Board of Directors in 2020, and LeBlanc, who recently retired as president of Southern New Hampshire University, began his service in 2019.

In addition to LeBlanc's service as a board director, he also served as Chair of Chegg's Academic Advisory Board, which advises and informs company strategies to help it better meet the needs and challenges of universities and their students. LeBlanc will continue to serve as an academic advisor for Chegg.

"Serving on the Chegg Board, I got to see close up the company's focus on students, especially its passion for helping students who often lack the privilege and support so many take for granted. The company's integration of AI in ways that assure accuracy, and genuine step-by-step learning reassures students that not only will Chegg be there for them, but it will be so in ways they know they can trust," LeBlanc said.

With the changes announced today, Chegg's Board of Directors is now composed of nine directors, seven of whom are independent within the meaning of the independence policy of the Board of Directors of the New York Stock Exchange (NYSE) and applicable rules of the U.S. Securities Exchange Commission (SEC).

About Chegg

Chegg provides individualized learning support to students as they pursue their educational journeys. Available on demand 24/7 and powered by over a decade of learning insights, the Chegg platform offers students AI-powered academic support thoughtfully designed for education coupled with access to a vast network of subject matter experts who ensure quality. No matter the goal, level, or style, Chegg helps millions of students around the world learn with confidence by helping them build essential academic, life, and job skills to achieve success. Chegg is a publicly held company based in Santa Clara, California and trades on the NYSE under the symbol CHGG. For more information, visit www.chegg.com.

Media Contact: JaShel Jones, press@chegg.com

Cover Page	Sep. 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 17, 2024
Entity Registrant Name	Chegg, Inc
Entity File Number	001-36180
Entity Tax Identification Number	20-3237489
Entity Address, Address Line One	3990 Freedom Circle
Entity Address, City or Town	Santa Clara,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	408
Local Phone Number	855-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	CHGG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001364954
Amendment Flag	false
Entity Incorporation, State or Country Code	DE