Chegg, Inc. (CHGG)
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AGM 2025

Jun 4, 2025

Nathan Schultz
CEO, Chegg

Meeting today. Please welcome Renee Budig, Marne Levine, Marcela Martin, Dan Rosensweig, Richard Sarnoff, and Ted Schlein. I would also like to thank our board members for their dedication and their willingness to serve. In particular, I would like to sincerely thank Melanie Whelan and Jed York, whose term of office expired as of today's annual meeting. We are grateful for their years of commitment and service to the board and Chegg. Also, in attendance are Celerino Mercado of Deloitte & Touche LLP, Chegg's independent registered public accounting firm, who will be available to respond to questions later in the meeting. Jon Avina of Cooley LLP, outside counsel to Chegg. Tiffany Hill, who is a representative of Equiniti Trust Company LLC. Ms. Hill has been appointed by the board to act as the inspector of elections for this meeting.

Next, I would also like to introduce the other members of the executive team who are present at today's meeting. We have David Longo, Chief Financial Officer, and Chuck Geiger, Chief Technology Officer. As an overview of today's meeting, we will first have the formal annual meeting of stockholders. Following the formal meeting, we will answer questions that you submitted online through the web portal. At this point, I'd like to turn the meeting over to Woody, who will conduct the formal portion of the meeting. Woodie?

Thank you, Nathan. I would also like to thank Melanie Whelan and Jed York for their service on the board. It's been a pleasure working with them over the last five years and getting to know them better professionally and personally. We will now proceed with the formal business of the meeting, and I now officially call the annual meeting to order. This meeting is being held in accordance with the company's bylaws and Delaware law. An agenda that outlines the order of business for the meeting is displayed on the screen. I'll now report on the notice, attendance, and quorum for this meeting. I received an affidavit of mailing stating that the notice, definitive proxy statement, and proxy card were mailed on April 17th, 2025, to all stockholders of record as of April 7th, 2025, the record date for this meeting.

The affidavit will be filed with the minutes of the meeting. In addition, the complete list of stockholders of record at the close of business on April 7th, 2025, who are entitled to vote, showing the respective addresses and the number of shares held by each, is available for inspection by the stockholders. As noted, we've appointed Tiffany Hill, a representative of Equiniti Trust Company, to act as inspector of election for this 2025 annual meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have a present in person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we may proceed with transaction of business properly brought up for the meeting. The polls are now open.

If you have already voted your shares and do not wish to change your vote, no action is required at this time. If you have not yet voted or would like to change your vote, you may do so by clicking the proxy voting site link on the left-hand side of your screen. I will now review the proposals to be voted on by the stockholders at this meeting. As stated in the notice of the annual meeting, the first item of business is to elect one Class 3 director of Chegg to serve until the 2028 annual meeting of stockholders and until her successor has been elected and qualified or until her earlier resignation or removal. The director nominee is Marcela Martin. No other director nominees have been properly submitted for election pursuant to our bylaws or SEC rules. Therefore, no other nominations may be accepted.

As indicated in the proxy statement, the board of directors recommends a vote for the election of each nominated director. The second item of business is to approve on a non-binding advisory basis the compensation of our named executive officers for the year ended December 31st, 2024. As indicated in the proxy statement, the board of directors recommends a vote for the approval on a non-binding advisory basis of the compensation of our named executive officers for the year ended December 31st, 2024. The third item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31st, 2025. As indicated in the proxy statement, the board of directors recommends a vote for the ratification of the appointment of Deloitte & Touche LLP.

The fourth and final item of business is to approve the amendment of the 2023 Equity Incentive Plan to increase the aggregate number of shares of common stock that may be issued under the 2023 Equity Incentive Plan. As indicated in the proxy statement, the board of directors recommends a vote for the approval of the amendment of the Equity Incentive Plan. This concludes the specific proposals that were set forth in the notice and the agenda for this meeting. Are there any questions on these proposals? The floor is now open for discussion concerning the proposals. If you registered your voter control number and would like to submit a question, please click on the messaging icon at the top of the left side of your screen, type your question into the text box, then click the send icon at the right of that text box.

Please note that in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting. As a reminder, voting is currently open via the web portal. We will begin closing the polls shortly. Let me remind you that if you've already voted, there is no need for you to cast a ballot now unless you wish to change the vote that you put on the proxy. Submission of a vote will revoke all prior proxies. If you are voting today, please make sure you have your voter control number ready and click the proxy voting site link on the left side of your screen. We will provide some additional time for the submission of voting. The polls for each matter to be voted on at this meeting are now closed.

No additional ballots, proxies, or votes, and no changes or revocations will be accepted. The proxies and ballots will now be tabulated by the inspector of election. Based upon preliminary information provided by the inspector of election, I can report that the stockholders have elected the Class 3 director nominee. The stockholders have approved on a non-binding advisory basis the compensation of the company's named executive officers for the year ended December 31st, 2024. The stockholders have ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2025 fiscal year, and the stockholders have approved the amendment to the 2023 Equity Incentive Plan. The final results of voting will be set forth in the report of the inspector of elections and will be included in the minutes of the meeting.

The results will also be reported in a Form 8-K to be filed with the Securities and Exchange Commission within four business days following this meeting. With that, I will hand it back to Nathan.

Thanks, Woodie. At this time, I'd like to thank all of you for attending today's meeting. We very much appreciate your attendance, and as always, thank you for your support. If there is no further business, the meeting is now adjourned. Now that the formal business of this meeting is concluded, we'll move on to the general Q&A portion of the meeting. Do we have any questions at this time? We ask that you comply with the rules and procedures of the annual meeting, which are available on the web portal.

Nathan, there are no further questions.

Thanks, Woodie. That concludes our annual meeting. Thank you all for your interest. We'll talk to you again very shortly.

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