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CHEGG INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and CHEGG INC.’s Form 8-K, filed June 6, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

4Ballot items
152Asset managers
634Fund votes
June 4, 2025Meeting date

Results at a glance

Meeting of June 4, 2025: 4 items on CHEGG INC.’s Form 8-K, filed June 6, 2025: 4 without a stated outcome.

Material dissent

4. To approve the Amendment to the 2023 Equity Incentive Plan 51.8% of votes cast Outcome not stated Under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore CHEGG INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by CHEGG INC.

These tallies are CHEGG INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 6, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

CHEGG INC. — official shareholder meeting results, meeting held June 4, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Marcela Martin	42,018,364	7,167,446	--	--	27,290,003	85%	Not verified	—
2. To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024	41,453,176	7,295,706	475,397	--	27,290,003	85%	Not verified	—
3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025	74,461,974	1,526,579	525,729	--	--	98%	Not verified	—
4. To approve the Amendment to the 2023 Equity Incentive Plan	25,448,598	23,711,127	64,554	--	27,290,003	51.8%	Not verified	—

Source: CHEGG INC., Form 8-K, filed with the SEC on June 6, 2025 — read the filing on EDGAR.

How asset managers voted at the CHEGG INC. 2024-2025 meeting

Each item below shows how the 152 asset managers that disclosed a CHEGG INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Marcela Martin

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST

FOR: 42,018,364AGAINST: 7,167,446

Details: description as filed, official tally, votes by 46 asset managers

Description as filed by funds: Election of one Class III director: Nominee: Marcela Martin

CHEGG INC.’s own tally for this item (“Elect Director: Marcela Martin”): 42,018,364 for, 7,167,446 against, per its Form 8-K filed June 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 15,884,107 for, 1,905,913 against.

FOR

FOR: 15,884,107AGAINST: 1,905,913

Largest asset managers voting on “Election of one Class III director: Nominee: Marcela Martin” at CHEGG INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	7,054,110	0	For
Fidelity	2,210,872	705,683	Mixed
BlackRock	2,322,021	0	For
Charles Schwab	1,681,586	0	For
Dimensional	0	672,709	Against
EA Series Trust	431,148	0	For
Invesco	394,130	0	For
Equitable	166,428	200,890	Mixed
TIAA	0	261,451	Against
FIRSTHAND FUNDS	260,000	0	For
QUANTITATIVE MASTER SERIES LLC	172,951	0	For
WisdomTree	120,448	0	For
AQR	109,494	0	For
Global X	99,621	0	For
BRIDGEWAY FUNDS INC	96,800	0	For
Lincoln Financial	71,000	10,723	Mixed
SEI	75,057	0	For
Amplify ETF Trust	74,174	0	For
Bridge Builder Trust	54,372	0	For
Pacific Life	51,478	0	For
AIG/SunAmerica	49,332	0	For
Northern Trust	46,751	0	For
Jackson National	20,008	26,033	Mixed
State Street	45,308	0	For
John Hancock	37,154	7,137	Mixed

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

2. 4. To approve the Amendment to the 2023 Equity Incentive Plan

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

51.8% Majority: yes · of votes cast

FOR 51.8%AGAINST

FOR: 25,448,598AGAINST: 23,711,127

Details: description as filed, official tally, votes by 47 asset managers

Description as filed by funds: TO APPROVE THE CHEGG, INC. AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN.

CHEGG INC.’s own tally for this item (“4. To approve the Amendment to the 2023 Equity Incentive Plan”): 25,448,598 for, 23,711,127 against, per its Form 8-K filed June 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 51.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 47 asset managers below reported 14,697,353 for, 3,093,575 against.

FORAGAINST

FOR: 14,697,353AGAINST: 3,093,575

Largest asset managers voting on “TO APPROVE THE CHEGG, INC. AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN.” at CHEGG INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	6,991,110	63,000	For
Fidelity	2,190,672	725,883	Mixed
BlackRock	2,322,021	0	For
Charles Schwab	1,681,586	0	For
Dimensional	0	672,709	Against
EA Series Trust	431,148	0	For
Invesco	394,130	0	For
Equitable	166,428	200,890	Mixed
TIAA	0	261,451	Against
FIRSTHAND FUNDS	0	260,000	Against
QUANTITATIVE MASTER SERIES LLC	172,951	0	For
WisdomTree	0	120,448	Against
AQR	0	109,494	Against
Global X	99,621	0	For
BRIDGEWAY FUNDS INC	0	96,800	Against
Lincoln Financial	0	81,723	Against
SEI	75,057	0	For
Amplify ETF Trust	0	74,174	Against
Bridge Builder Trust	54,372	0	For
Pacific Life	51,478	0	For
AIG/SunAmerica	0	49,332	Against
Northern Trust	0	46,751	Against
Jackson National	0	46,041	Against
State Street	0	45,308	Against
John Hancock	0	44,291	Against

Showing the 25 largest of 47 asset managers. See all 47 in the interactive database.

3. 2. To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended…

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST

FOR: 41,453,176AGAINST: 7,295,706

Details: description as filed, official tally, votes by 152 asset managers

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024.

CHEGG INC.’s own tally for this item (“2. To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024”): 41,453,176 for, 7,295,706 against, per its Form 8-K filed June 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 46 asset managers voting on “To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year end” at CHEGG INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	7,054,110	0	0	For
Fidelity	2,916,555	0	0	For
BlackRock	2,322,021	0	0	For
Charles Schwab	1,681,586	0	0	For
Dimensional	0	672,709	0	Against
EA Series Trust	0	0	431,148	Abstain
Invesco	394,130	0	0	For
Equitable	367,318	0	0	For
TIAA	261,451	0	0	For
FIRSTHAND FUNDS	260,000	0	0	For
QUANTITATIVE MASTER SERIES LLC	172,951	0	0	For
WisdomTree	120,448	0	0	For
AQR	109,494	0	0	For
Global X	99,621	0	0	For
BRIDGEWAY FUNDS INC	96,800	0	0	For
Lincoln Financial	71,000	10,723	0	Mixed
SEI	75,057	0	0	For
Amplify ETF Trust	0	74,174	0	Against
Bridge Builder Trust	54,372	0	0	For
Pacific Life	51,478	0	0	For
AIG/SunAmerica	49,332	0	0	For
Northern Trust	46,751	0	0	For
Jackson National	20,008	26,033	0	Mixed
State Street	45,308	0	0	For
John Hancock	37,154	7,137	0	Mixed

Fund voting reports, all 46 managers: 16,555,515 for, 803,357 against, 431,148 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 122 asset managers voting on “To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year end” at CHEGG INC., 2024-2025
Asset manager	For	Against	Vote
Two Sigma	2,956,751	0	For
BlackRock	2,576,410	0	For
GEODE CAPITAL MANAGEMENT, LLC	2,466,380	0	For
State Street	2,002,453	0	For
Charles Schwab	1,681,586	0	For
AQR	1,463,366	0	For
Connor, Clark & Lunn Investment Management Ltd.	1,422,403	0	For
Vanguard	1,276,796	0	For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1,211,954	0	For
Fidelity	901,178	0	For
DE Shaw	793,003	0	For
Universal-Investment-Gesellschaft mbH	0	605,564	Against
Invesco	437,841	0	For
Northern Trust	437,369	0	For
Renaissance	426,159	0	For
Dimensional	0	388,978	Against
MELLON INVESTMENTS Corp	373,768	0	For
Nuveen	271,722	0	For
CANADA PENSION PLAN INVESTMENT BOARD	267,700	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	238,248	0	For
AllianceBernstein	200,902	0	For
MARSHALL WACE, LLP	166,817	0	For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM	0	137,435	Against
T. Rowe Price	131,266	0	For
State of Wyoming	122,529	0	For

Institutional-manager reports, all 122 managers: 22,740,749 for, 1,223,304 against, 1,235 not voted. Showing the 25 largest; see all in the interactive database.

4. 3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

98% Majority: yes · of votes cast

FOR 98%

FOR: 74,461,974AGAINST: 1,526,579

Details: description as filed, official tally, votes by 46 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

CHEGG INC.’s own tally for this item (“3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 74,461,974 for, 1,526,579 against, per its Form 8-K filed June 6, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 46 asset managers below reported 17,281,662 for, 508,358 against.

FOR

FOR: 17,281,662AGAINST: 508,358

Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING F” at CHEGG INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	7,054,110	0	For
Fidelity	2,916,555	0	For
BlackRock	2,322,021	0	For
Charles Schwab	1,681,586	0	For
Dimensional	672,709	0	For
EA Series Trust	0	431,148	Against
Invesco	394,130	0	For
Equitable	367,318	0	For
TIAA	261,451	0	For
FIRSTHAND FUNDS	260,000	0	For
QUANTITATIVE MASTER SERIES LLC	172,951	0	For
WisdomTree	120,448	0	For
AQR	109,494	0	For
Global X	99,621	0	For
BRIDGEWAY FUNDS INC	96,800	0	For
Lincoln Financial	81,723	0	For
SEI	75,057	0	For
Amplify ETF Trust	0	74,174	Against
Bridge Builder Trust	54,372	0	For
Pacific Life	51,478	0	For
AIG/SunAmerica	49,332	0	For
Northern Trust	46,751	0	For
Jackson National	46,041	0	For
State Street	45,308	0	For
John Hancock	44,291	0	For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 5, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest CHEGG INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 105,376,973 shares outstanding at the time of that meeting.

Fund voting reports: top CHEGG INC. shareholders by shares voted on “To approve, on a non-binding advisory basis, the compensation of our named executive officers…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	6.69%
2	Fidelity	2.77%
3	BlackRock	2.20%
4	Charles Schwab	1.60%
5	Dimensional	0.64%
6	EA Series Trust	0.41%
7	Invesco	0.37%
8	Equitable	0.35%
9	TIAA	0.25%
10	FIRSTHAND FUNDS	0.25%

Institutional-manager reports: top CHEGG INC. shareholders by shares voted on “To approve, on a non-binding advisory basis, the compensation of our named executive officers…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Two Sigma	2.81%
2	BlackRock	2.44%
3	GEODE CAPITAL MANAGEMENT, LLC	2.34%
4	State Street	1.90%
5	Charles Schwab	1.60%
6	AQR	1.39%
7	Connor, Clark & Lunn Investment Management Ltd.	1.35%
8	Vanguard	1.21%
9	ARROWSTREET CAPITAL, LIMITED PARTNERSHIP	1.15%
10	Fidelity	0.86%

Reported CHEGG INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

CHEGG INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	7.81%	13F
BlackRock	7.06%	13F
Black Rock Fund Advisors	6.51%	DEF14A
Geode Capital	2.34%	13F
State Street	2.07%	13F
D.E. Shaw	1.99%	13F
Dan Rosensweig	1.90%	DEF14A
Renaissance Technologies	1.90%	13F
Dimensional Fund Advisors	1.77%	13F
Two Sigma	1.74%	13F

Percentages above are of 105,376,973 shares outstanding, as reported by CHEGG INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from CHEGG INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At CHEGG INC.'s shareholder meeting held June 4, 2025, in the 2024-2025 proxy season, 152 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 634 separate fund positions. On the most widely held item on that ballot — To approve, on a non-binding advisory basis, the compensation of our named executive officers… — FOR was 85% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: CHEGG INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 6, 2025.

CHEGG INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.