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)
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| 001-36180 | | 20-3237489 |
| (Commission File Number) | | (IRS Employer Identification No.) |
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| 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))
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| 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d)
On June 5, 2019, the Board of Directors (the “Board”) of Chegg, Inc. (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Melanie Whelan, effective immediately, to serve as a Class III director to hold office for a term expiring at the Company's 2022 annual meeting of stockholders, which is the next stockholder meeting at which Class III directors will be elected. In connection with Ms. Whelan’s appointment, the Board approved an increase in the authorized number of members of the Board from six to seven.
In connection with her service as a director, Ms. Whelan will receive the Company’s standard non-employee director cash and equity compensation. She will receive a $50,000 annual retainer for her service as a director, which will be pro-rated for the remainder of the calendar year 2019. She also was granted, on June 5, 2019, a restricted stock unit award to purchase 7,982 shares of the Company’s common stock (the “RSU”), which, using the closing price of the Company's stock on June 5, 2019, had a fair market value on the date of grant equal to approximately $300,000. The RSU will vest quarterly over three years for so long as Ms. Whelan serves as a director of the Company. The RSU is subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan and its related agreements. Ms. Whelan will be eligible for stock option grants and restricted stock unit awards under the Plan. There is no understanding or arrangement between Ms. Whelan and any other person pursuant to which she was appointed as a director. There is no family relationship between Ms. Whelan and any director or officer of the Company, and except as stated herein, Ms. Whelan does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In addition, Ms. Whelan has entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 1, 2013.
On June 10, 2019, the Company issued a press release announcing the appointment of Ms. Whelan to the Board. A copy of the press release is filed as Exhibit 99.01 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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| | CHEGG, INC. | |
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| | By: | /s/ Andrew Brown |
| | | Andrew Brown |
| | | Chief Financial Officer |
Date: June 10, 2019
