Document

Broker Non-Votes

8-K 1 a2019proxyvote.htm 8-K 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: June 5, 2019

(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))



Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, $0.001 par value per share	CHGG	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 5.07. Submissions of Matters to a Vote of Security Holders.

On June 5, 2019, Chegg, Inc. (the "Registrant") held its 2019 Annual Meeting of Stockholders (the "Meeting"). At the Meeting, the stockholders voted on the following three proposals and cast their votes as follows:


1.	To elect one Class III director, to serve until the third annual meeting of stockholders following the Meeting and until his successor has been elected and qualified or until his earlier resignation or removal:



Nominee	For	Withheld	Broker Non-Votes
John York	89,078,900	6,327,835	16,459,817


2.	To approve, on a non-binding advisory basis, the compensation paid by the Registrant to the named executive officers for the year ended December 31, 2018:


3.	To ratify the appointment of Deloitte & Touche LLP as the Registrant's independent registered public accounting firm for the year ending December 31, 2019:

The director named under Proposal No. 1 was elected.

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: June 5, 2019