Document

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: May 13, 2020

(Date of earliest event reported)

Chegg, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



001-36180		20-3237489
(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 8.01 Other Events

On April 17, 2020, Chegg, Inc. (“Chegg”) filed with the Securities and Exchange Commission its proxy materials for the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 3, 2020. In those proxy materials, Chegg stated that, in response to public health concerns relating to the coronavirus (COVID-19) pandemic, it was considering the possibility of holding the Annual Meeting using a virtual format rather than attending physically. On May 13, 2020, Chegg announced that the location of the Annual Meeting has been changed to a virtual meeting only as a result of the COVID-19 pandemic. A copy of the press release issued by Chegg on May 13, 2020, announcing the change in location is attached hereto as Exhibit 99.01 and is incorporated by reference.

Further information regarding this change to the location of the Annual Meeting can be found in the supplemental proxy materials filed by Chegg with the Securities and Exchange Commission on May 13, 2020.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
99.01		Press release issued by Chegg, Inc., dated May 13, 2020
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/ Andrew Brown
	Andrew Brown
	Chief Financial Officer

Date: May 13, 2020

EXHIBIT 99.01

Chegg Announces Virtual-Only 2020 Annual Meeting of Stockholders

SANTA CLARA, Calif. - May 13, 2020 /BUSINESS WIRE/ - Chegg, Inc. (NYSE: CHGG), a Smarter Way to Student^®, today announced that it will be holding its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual‑only meeting due to public health concerns related to the coronavirus (COVID-19) pandemic. As previously announced and filed with the Securities and Exchange Commission (“SEC”) on April 17, 2020, the Annual Meeting will be held on Wednesday, June 3, 2020 at 9:00 a.m. Pacific Standard Time.

To participate in the Annual Meeting, please visit: http://web.lumiagm.com/299143484. The meeting passcode is: Chegg2020. As described in Chegg’s proxy materials for the Annual Meeting, Chegg stockholders of record at the close of business on April 6, 2020 are entitled to participate in the Annual Meeting. To attend and participate in the virtual Annual Meeting, participants must enter the 16-digit control number included in the proxy card, voting instruction form or notice previously received. Stockholders holding their shares through a bank, broker or other nominee must contact their bank, broker or other nominee to request a control number.

Online access to the webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for participants to log-in and test devices. We encourage you to access the website in advance of the designated start time.

Stockholders may vote during the Annual Meeting by following the instructions available on the virtual meeting website.

Whether or not you plan to virtually attend the Annual Meeting, all stockholders as of April 6, 2020, the record date, may also vote in advance of the meeting until 11:59 p.m. Eastern Standard Time on June 2, 2020 at

http://www.proxyvote.com or by one of the methods described in the Annual Meeting proxy materials filed with the SEC on April 17, 2020. Stockholders who have already voted, and who do not wish to change their vote, do not need to vote again.

About Chegg

Chegg is a Smarter Way to Student. As the leading direct-to-student learning platform, we strive to improve educational outcomes by putting the student first in all our decisions. We support students on their journey from high school to college and into their career with tools designed to help them pass their test, pass their class, and save money on required materials. Our services are available online, anytime and anywhere, so we can reach students when they need us most. Chegg is a publicly held company based in Santa Clara, California and trades on the NYSE under the symbol CHGG. For more information, visit

http://www.chegg.com.

Investor Relations Contact:

Tracey Ford, IR@chegg.com

Cover Page	May 13, 2020
Cover page.
Document Type	8-K
Document Period End Date	May 13, 2020
Entity Registrant Name	Chegg, Inc
Entity Incorporation, State or Country Code	DE
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