8-K

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 15, 2021

Chegg, Inc.

(Exact name of registrant as specified in its charter)

(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:

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 September 15, 2021, the Board of Directors (the “Board”) of Chegg, Inc. (the “Company”), on the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), appointed Marcela Martin, 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. The Board, upon the recommendation of the Nominating Committee, also appointed Ms. Martin to serve on the Audit Committee of the Board (the “Audit Committee”). In connection with Ms. Martin’s appointment, the Board approved an increase in the authorized number of members of the Board from nine (9) to ten (10).

In connection with her service as a director, Ms. Martin will receive the Company’s standard non-employee director cash compensation. She will receive a $40,000 annual cash retainer for serving as a director and a $10,000 annual cash retainer for serving in a non-chair position on the Audit Committee, each of which will be pro-rated for the remainder of calendar year 2021. In accordance with the Company’s non-employee director equity compensation policy, Ms. Martin will also be eligible to be granted, immediately following the Company’s annual meeting of stockholders, a Restricted Stock Unit Award (“RSU”) having a fair market value on the date of grant equal to $200,000 that vests in full on the one-year anniversary of the date of grant. Ms. Martin will also be granted, on October 12, 2021, an RSU having a fair market value on the grant date equal to approximately $200,000 that vests quarterly over three years for so long as Ms. Martin serves as a director. The RSU is subject to the terms and conditions of the Company's 2013 Equity Incentive Plan (“Plan”) and its related agreements. Ms. Martin will be eligible for stock option grants and restricted stock unit awards under the Plan. In addition, Ms. Martin has entered into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on October 1, 2013.

There is no understanding or arrangement between Ms. Martin and any other person pursuant to which she was appointed as a director. There is no family relationship between Ms. Martin and any director or officer of the Company, and except as stated herein, Ms. Martin 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.

On September 15, 2021, the Company issued a press release announcing the appointment of Ms. Martin to the Board. A copy of the press release is filed as Exhibit 99.1 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.

Date: September 15, 2021

Document

EXHIBIT 99.1

Chegg Appoints Marcela Martin to Board of Directors

Chief Financial Officer of Squarespace brings more than twenty-five years of experience in building global media and technology companies to Chegg’s board

SANTA CLARA, Calif.--(BUSINESS WIRE)--Chegg, Inc. (NYSE: CHGG), the leading student-first connected learning platform, today announced that Marcela Martin, Chief Financial Officer of Squarespace, has joined Chegg's Board of Directors, effective today, September 15, 2021. Ms. Martin will serve as a member of the Audit Committee.

“With passion for the future of education and experience in growing global companies, Marcela has everything we were looking for and more,” said Dan Rosensweig, CEO & President of Chegg, Inc. “Her knowledge in successfully adapting to growing trends will be incredibly helpful as we continue addressing students' ever-changing needs worldwide. We are all very excited to have a CFO of a multibillion-dollar company in the creator economy on our board.”

Martin joined Squarespace as Chief Financial Officer in 2020, leading the company through its direct listing on the New York Stock Exchange in May 2021, after previously serving as the CFO of Booking.com. At Booking.com, she led the finance function, overseeing finance operations, financial systems and services, risk management, corporate development, and M&A. Martin’s extensive experience in the finance, tech and media industries has provided her the skills to integrate emerging technologies and automation in order to improve Squarespace’s reporting processes as the company continues to scale globally.

“I am enthusiastic to be joining Chegg's Board of Directors because of how incredibly customer-focused the company is,” said Martin. “Now, more than ever, students need the kind of educational support that is always available, regardless of whether they’re fully in-person, remote, or hybrid. I believe that education can become the great equalizer again, and I’m thrilled to utilize my skills to promote students’ academic success no matter how they learn or where they are learning from.”

Biography of Marcela Martin:

Marcela Martin is Squarespace’s Chief Financial Officer, leading the company’s financial and corporate development functions. Marcela has more than 25 years of financial and operations experience at global tech and media companies, most recently as SVP and CFO of Booking.com. Previously, she spent three years at National Geographic Partners as Executive Vice President, CFO & Chief Administrative Officer and 18 years in numerous leadership positions, including EVP and CFO, at Fox International Channels. Originally from Argentina, Marcela graduated from the University of Morón with expertise in accounting and received a MBA from the University of Liverpool.

About Chegg:

Millions of people Learn with Chegg. We strive to improve educational outcomes by putting the student first. We support students on their journey from high school to college and into their career with tools designed to help them learn their course materials, succeed in their classes, save money on required materials, and learn the most in-demand skills. Our services are available online, anytime, and anywhere. 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: Heather Hatlo Porter, press@chegg.com