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Chegg (NYSE: CHGG) reshapes board, moves Renee Budig to Class III

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chegg, Inc. adjusted the structure of its Board of Directors to rebalance the three director classes. On March 25, 2026, the Board moved director Renee Budig from Class I, which had a term expiring at the 2026 Annual Meeting of Stockholders, to Class III with a term expiring at the 2028 Annual Meeting of Stockholders.

To accomplish this, Ms. Budig resigned and was immediately re-elected as a Class III director, with her service deemed uninterrupted. After this rebalance, the Board consists of two Class I directors, one Class II director, and two Class III directors. Ms. Budig will stand for election as a Class III director at the 2026 Annual Meeting to serve a term ending at the 2028 Annual Meeting.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board composition after rebalance 2 Class I, 1 Class II, 2 Class III directors As of March 25, 2026
Previous term endpoint for Budig 2026 Annual Meeting of Stockholders Class I term endpoint
New term endpoint for Budig 2028 Annual Meeting of Stockholders Class III term endpoint
Class I financial
"a director in Class I with a current term expiring at the Annual Meeting"
Class III financial
"to Class III with a term expiring at the Annual Meeting of Stockholders"
Class III is the highest regulatory category for medical devices, covering products that support or sustain life, are implanted, or pose the greatest potential risk; these items must undergo extensive clinical testing and formal regulatory review before they can be sold. For investors, Class III status means longer timelines, higher development costs and greater approval risk, but successful clearance can yield strong market protection and sizable returns—like a product that needs a full road-test and inspection before it can be widely used.
Annual Meeting of Stockholders financial
"term expiring at the Annual Meeting of Stockholders on June 12, 2026"
Board of Directors financial
"the Board of Directors (the “Board”) of Chegg, Inc."
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
Understanding 8-K Material Events →
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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): March 25, 2026
Chegg, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3618020-3237489
(State or other jurisdiction of incorporation)(Commission File Number) (IRS Employer Identification No.)

 2261 Market Street STE 46218
San Francisco,California 94114
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.001 par value per shareCHGGThe 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.

On March 25, 2026, in order to achieve an as equal as reasonably possible composition of the classes of directors (the “Rebalance”) of the Board of Directors (the “Board”) of Chegg, Inc. (the “Company”), the Board determined to move Renee Budig, a director in Class I with a current term expiring at the Annual Meeting of Stockholders on June 12, 2026 (the “2026 Annual Meeting”), to Class III with a term expiring at the Annual Meeting of Stockholders that will be held during 2028 (the “2028 Annual Meeting”). To achieve the Rebalance, Ms. Budig resigned as a director on March 25, 2026 and the Board immediately re-elected Ms. Budig as a Class III director. The resignation and re-election of Ms. Budig were effected solely to achieve the Rebalance and for all other purposes Ms. Budig’s service on the Board is deemed to have continued uninterrupted. As a result of the Rebalance, the Board now consists of two Class I directors, one Class II director, and two Class III directors. To ensure that the stockholders of the Company have the opportunity to vote on Ms. Budig’s continued Board membership at least once every three years, Ms. Budig will stand for election as a Class III director at the 2026 Annual Meeting to serve a term ending at the 2028 Annual Meeting, which is when the other Class III director will stand for election by the Company’s stockholders.





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.
 
CHEGG, INC.
By: /s/ David Longo
Name: David Longo
Title: Chief Financial Officer and Corporate Secretary
Date: March 31, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Chegg (CHGG) report in this Form 8-K?

Chegg reported a board rebalancing that moved director Renee Budig from Class I to Class III. This was done through her resignation and immediate re-election, with service deemed continuous, to even out the number of directors in each class.

Why was Chegg (CHGG) director Renee Budig moved to Class III?

Renee Budig was moved to Class III to achieve an as equal as reasonably possible composition among Chegg’s three director classes. The board sought a more balanced staggered board structure by shifting her term from expiring in 2026 to expiring in 2028.

How did Chegg (CHGG) implement the board class rebalance on March 25, 2026?

Chegg implemented the rebalance by having Renee Budig resign as a Class I director and immediately be re-elected as a Class III director. The filing states her board service is deemed uninterrupted, emphasizing the change was procedural rather than a break in service.

What is Chegg’s (CHGG) board composition after the March 25, 2026 rebalance?

After the rebalance, Chegg’s board consists of two Class I directors, one Class II director, and two Class III directors. This distribution reflects the company’s effort to balance the number of directors across its three staggered board classes.

When will Chegg (CHGG) stockholders next vote on Renee Budig’s board seat?

Stockholders will vote on Renee Budig’s continued board membership at the 2026 Annual Meeting of Stockholders. She will stand for election as a Class III director to serve a term ending at the Annual Meeting of Stockholders that will be held during 2028.

What are the term endpoints for Chegg (CHGG) Class I and Class III directors mentioned?

Class I director terms mentioned in the filing expire at the 2026 Annual Meeting of Stockholders. After reclassification, Renee Budig’s Class III term is described as expiring at the 2028 Annual Meeting of Stockholders, aligning with the other Class III director’s election cycle.

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