Chegg, Inc. ($CHGG)

Hello, and welcome to the Chegg Inc. Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions] The meeting is about to begin.

Hello, everyone. Welcome, and thank you for joining us for Chegg's 2026 Annual Meeting of Stockholders. I am Dan Rosensweig, Chairman of the Board and Chief Executive Officer of Chegg, and I will be presiding as Chair of as Chair of this meeting. David Longo, our Chief Financial Officer and Corporate Secretary, will act as Secretary of the meeting. Before we begin the formal business of today's meeting, I want to introduce my fellow Board members, Renee Budig; Marne Levine; Marcella Martin and Ted Schlein. I would like to thank them for their dedication and their willingness to serve through the changes at Chegg. Also joining us are Joe Kilkenny of Grant Thornton LLP, Chegg's independent registered public accounting firm, who will be available to respond to questions. Tiffany Hill, a representative of Equiniti Trust Company, LLC, who has been appointed by the Board of Directors as inspector of the election for this meeting. 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 have and submitted online through the web portal. At this point, I'd like to turn the meeting over to David who will conduct the formal portion of the meeting.

Thank you, Dan. We will now proceed with the formal business of the meeting. 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 will now report on the notice, attendance and quorum for this meeting. I have received an affidavit of mailing stating that the notice, definitive proxy statement and proxy card were mailed on April 28, 2026 to all stockholders of record as of April 14, 2026, the record date for this meeting. The affidavit will be filed with the minutes of the meeting. In addition, the complete list of the stockholders of record at the close of business on April 14, 2026, who are entitled to vote, showing their respective addresses and the number of shares held by each is available for inspection by the stockholders. As noted, we have appointed Tiffany Hill, a representative of [ Equiniti ] Trust Company as Inspector of Election for the 2026 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 a sufficient number of shares are present in person or represented by proxy to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with the transaction of business properly brought before the meeting. 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 Vote My Shares tab at the top right of your screen. I will now review the proposals to be voted on by the stockholders at this meeting. The first item of business is the election of 1 Class III director and 2 Class I directors who serve respectively, until the 2028 and 2029 Annual Meetings of Stockholders and until his or her successor has been elected and qualified or until his or her earlier resignation or removal. The director nominees are: Renee Budig, Class III; and Dan Rosensweig and Ted Schlein, Class I. No other director nominees have been properly submitted for election pursuant to our bylaws or SEC rules. Therefore, no other nominations may be accepted. The Board of Directors recommends a vote for the election of each nominated director. The second item of business is to approve on a nonbinding advisory basis, the compensation of our named executive officers for the year ended December 31, 2025. The Board of Directors recommends a vote for the approval on a nonbinding advisory basis, the compensation of our named executive officers for the year ended December 31, 2025. The third item of business is to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026. The Board of Directors recommends a vote for the ratification of the appointment of Grant Thornton, LLP. The fourth and final item of business is to approve the amendment of our restated certificate of incorporation to effect a reverse stock split of our outstanding common stock at a ratio within a range from [ 1:4 to 1:15 ]. The Board of Directors recommends a vote for the approval of the amendment of the restated certificate of incorporation to effect a reverse stock split. This concludes the specific proposals that were set forth in the notice as the agenda for this meeting. If you registered with your voter control number and would like to submit a question regarding these proposals, please click on the side question box on the right side of your screen, type your question into the box then click the submit button. We will only address these questions related to the business of the meeting at this time. If you have general questions unrelated to these proposals, there will be time for those later following the formal portion of this meeting.

There are no questions at this time. Please continue.

As a reminder, voting is currently open via the web portal. We will close the polls shortly. If you have 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 and click the Vote My Shares tab at the top right of your screen. We will provide some additional time for the submission of voting. [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 3 director nominees. The stockholders have approved on a nonbinding advisory basis, the compensation of the company's named executive officers for the year ended December 31, 2025. The stockholders have ratified the appointment of Grant Thornton LLP as the company's independent registered accounting firm for the 2026 fiscal year, and the stockholders have approved proposed amendment to the restated certificate of incorporation to effect a reverse stock split. 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 the Form 8-K to be filed with the SEC within 4 business days following this meeting. With that, I will hand it back to Dan.

Thanks, David. At this time, I want 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. And now that the formal business of this meeting is concluded, we will 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 of procedure for the annual meeting, which are available on the web portal.

There are no questions at this time. Please continue.

Thank you, everybody. We're very grateful for your continued support. We've got a lot of opportunity ahead of us, and we're excited about executing on it. Thank you.