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: December 4, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On December 4, 2020, Chegg, Inc. (the “Company”) entered into a Consultancy Services Agreement to be effective as of January 1, 2021, where Mike Osier, Chief Technology Officer and Chief Outcomes Officer, shall serve as a consultant providing advisory and transition services to the Company's senior executive team until March 1, 2021. As compensation for these services, (a) the Company shall pay Mr. Osier's COBRA premiums until April 1, 2021 and (b) Mr. Osier's current unvested equity holdings shall continue to vest in accordance with their existing terms and conditions for so long as he provides services to the Company.
(b)
The information set form in Item 5.02(b) of this Current Report on Form 8-K is incorporated by reference into this Item 5.02(e).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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. |
| |
| By: /s/ Andrew Brown |
| Andrew Brown |
| Chief Financial Officer |
Date: December 7, 2020
