Chegg Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CHGG
Other Consumer Services
Real Estate
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): October 17, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 October 17, 2024, the Compensation Committee of the Board of Directors of Chegg, Inc. (the “Company”) approved the Chegg, Inc. Severance Plan (the “Severance Plan”), effective immediately. The Severance Plan supersedes then-existing severance arrangements for applicable participants, including the Company’s existing Change-in-Control Severance Plan. The Severance Plan provides specified severance benefits to certain key officers and employees, including Nathan Schultz, the Company’s President and Chief Executive Officer, and David Longo, the Company’s Chief Financial Officer, upon either a termination without “Cause” or a resignation for “Good Reason” (each as defined in the Severance Plan and referred to herein as a “Qualifying Termination”), including in connection with a Change in Control (as defined in the Severance Plan).
Under the Severance Plan, the severance benefits to be provided to covered employees upon a Qualifying Termination generally consist of a lump sum payment equal to a percentage of base salary plus, if applicable, a payment equal to the covered employee's target annual bonus for the year of termination, prorated to the date of the Qualifying Termination, and an additional payment equal to a specified percentage of target bonus for the year in which the Qualifying Termination occurs, a number of months of COBRA coverage, and certain vesting acceleration of then-outstanding time-based equity awards and, if applicable, performance-based equity awards for which the performance measurement has been achieved. In the case of a termination occurring in connection with a Change in Control, the covered employee will receive vesting of performance-based equity awards, if at all, as set forth in the terms of the applicable award agreement or, if the treatment upon a Change in Control is not provided for in the applicable award agreement, based on the actual performance determined as of immediately prior to the Change in Control or, if such performance is not determinable, based on performance at target. Such benefits vary depending on the applicable employee’s position at the Company and whether the Qualifying Termination occurs within three months prior to, or within 12 months following, a Change in Control. In addition, the Severance Plan provides for enhanced severance benefits for Qualifying Terminations that occur on or before October 17, 2026. The following table summarizes the benefits under the Severance Plan for our named executive officers:
| Named Executive Officer | Qualifying Termination Scenario | Salary (%) | Bonus (% of target)* | COBRA Coverage | Time-Based Equity Acceleration | |||||||||||||||||||||||||||
Nathan Schultz President & Chief Executive Officer | Change in Control – Before or after October 17, 2026 | 150% | 150% | 18 months | 100% vesting acceleration | |||||||||||||||||||||||||||
| No Change in Control – On or before October 17, 2026 | 125% | 125% | 15 months | 12 months | ||||||||||||||||||||||||||||
| No Change in Control – After October 17, 2026 | 100% | — | 12 months | 12 months | ||||||||||||||||||||||||||||
David Longo Chief Financial Officer | Change in Control – On or before October 17, 2026 | 125% | 125% | 15 months | 100% vesting acceleration | |||||||||||||||||||||||||||
| Change in Control – After October 17, 2026 | 100% | 100% | 12 months | 100% vesting acceleration | ||||||||||||||||||||||||||||
| No Change in Control – On or before October 17, 2026 | 125% | 125% | 15 months | 12 months | ||||||||||||||||||||||||||||
| No Change in Control – After October 17, 2026 | 100% | — | 12 months | 12 months | ||||||||||||||||||||||||||||
*These amounts are in addition to payment of the named executive officer’s target annual bonus for the year of termination, prorated to the date of the Qualifying Termination.
The foregoing description of the Severance Plan is not complete and is qualified in its entirety by reference to the full text of the form of the Severance Plan, which is filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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 | |||||
Date: October 21, 2024