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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 2025-06-06 (Item 5.07 on EDGAR). Page generated 02 October 2026.

  • 5Ballot items
  • 156Asset managers
  • 639Fund votes
  • 2025-06-04Meeting date

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 2025-06-06 (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 2025-06-04
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Marcela Martin 42,018,3647,167,446-- --27,290,003 Majority: yes
Proposal 2: To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024: 41,453,1767,295,706475,397 --27,290,003 Majority: yes
Proposal 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: 74,461,9741,526,579525,729 ---- Majority: yes
Proposal 4: To approve the Amendment to the 2023 Equity Incentive Plan: 25,448,59823,711,12764,554 --27,290,003 Majority: yes

Source: CHEGG INC., Form 8-K, filed with the SEC on 2025-06-06 — read the filing on EDGAR.

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

Each item below shows how the 156 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. To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2024.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-04.

Combines 6 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%
FOR: 41,453,176AGAINST: 7,295,706

CHEGG INC.’s own tally for this item (“Proposal 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 2025-06-06 (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. Of all 105,376,973 outstanding shares: 39% for, 7% against (46.3% of the company cast a for/against vote).

The 152 asset managers below cast 95% of the shares they voted on this item FOR (39,296,264 for, 2,026,661 against).

FOR 94%
FOR: 39,296,264 (94.1%)AGAINST: 2,026,661 (4.9%)ABSTAIN: 431,148 (1.0%)NOT VOTED: 1,235 (0.0%)
Largest 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 managerForAgainst AbstainWithheldVote
Vanguard8,330,9060 00For
BlackRock4,898,4310 00For
Fidelity3,817,7330 00For
Charles Schwab3,363,1720 00For
Two Sigma2,956,7510 00For
GEODE CAPITAL MANAGEMENT, LLC2,466,3800 00For
State Street2,047,7610 00For
AQR1,572,8600 00For
Connor, Clark & Lunn Investment Management Ltd.1,422,4030 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP1,211,9540 00For
Dimensional01,061,687 00Against
Invesco831,9710 00For
DE Shaw793,0030 00For
Universal-Investment-Gesellschaft mbH0605,564 00Against
Northern Trust484,1200 00For
EA Series Trust00 431,1480Abstain
Renaissance426,1590 00For
MELLON INVESTMENTS Corp373,7680 00For
Equitable367,3180 00For
Nuveen271,7220 00For
CANADA PENSION PLAN INVESTMENT BOARD267,7000 00For
TIAA261,4510 00For
FIRSTHAND FUNDS260,0000 00For
JACOBS LEVY EQUITY MANAGEMENT, INC238,2480 00For
AllianceBernstein200,9020 00For

Showing the 25 largest of 152 asset managers. See all 152 in the interactive database.

2. TO APPROVE THE CHEGG, INC. AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-06-04.

51.8% Majority: yes · of votes cast

FOR 51.8%AGAINST 48.2%
FOR: 25,448,598AGAINST: 23,711,127

CHEGG INC.’s own tally for this item (“Proposal 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 2025-06-06 (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. Of all 105,376,973 outstanding shares: 24% for, 23% against (46.7% of the company cast a for/against vote).

The 47 asset managers below cast 83% of the shares they voted on this item FOR (14,697,353 for, 3,093,575 against).

FOR 83%AGAINST 17%
FOR: 14,697,353 (82.6%)AGAINST: 3,093,575 (17.4%)
Largest asset managers voting on “TO APPROVE THE CHEGG, INC. AMENDMENT TO THE 2023 EQUITY INCENTIVE PLAN.” at CHEGG INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard6,991,11063,000 00For
Fidelity2,190,672725,883 00For
BlackRock2,322,0210 00For
Charles Schwab1,681,5860 00For
Dimensional0672,709 00Against
EA Series Trust431,1480 00For
Invesco394,1300 00For
Equitable166,428200,890 00Against
TIAA0261,451 00Against
FIRSTHAND FUNDS0260,000 00Against
QUANTITATIVE MASTER SERIES LLC172,9510 00For
WisdomTree0120,448 00Against
AQR0109,494 00Against
Global X99,6210 00For
BRIDGEWAY FUNDS INC096,800 00Against
Lincoln Financial081,723 00Against
SEI75,0570 00For
Amplify ETF Trust074,174 00Against
Bridge Builder Trust54,3720 00For
Pacific Life51,4780 00For
AIG/SunAmerica049,332 00Against
Northern Trust046,751 00Against
Jackson National046,041 00Against
State Street045,308 00Against
John Hancock044,291 00Against

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

3. Election of one Class III director: Nominee: Marcela Martin

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-04.

Combines 3 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%
FOR: 42,018,364AGAINST: 7,167,446

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 2025-06-06 (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. Of all 105,376,973 outstanding shares: 40% for, 7% against (46.7% of the company cast a for/against vote).

The 46 asset managers below cast 89% of the shares they voted on this item FOR (15,884,107 for, 1,905,913 against).

FOR 89%11%
FOR: 15,884,107 (89.3%)AGAINST: 1,905,913 (10.7%)
Largest asset managers voting on “Election of one Class III director: Nominee: Marcela Martin” at CHEGG INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard7,054,1100 00For
Fidelity2,210,872705,683 00For
BlackRock2,322,0210 00For
Charles Schwab1,681,5860 00For
Dimensional0672,709 00Against
EA Series Trust431,1480 00For
Invesco394,1300 00For
Equitable166,428200,890 00Against
TIAA0261,451 00Against
FIRSTHAND FUNDS260,0000 00For
QUANTITATIVE MASTER SERIES LLC172,9510 00For
WisdomTree120,4480 00For
AQR109,4940 00For
Global X99,6210 00For
BRIDGEWAY FUNDS INC96,8000 00For
Lincoln Financial71,00010,723 00For
SEI75,0570 00For
Amplify ETF Trust74,1740 00For
Bridge Builder Trust54,3720 00For
Pacific Life51,4780 00For
AIG/SunAmerica49,3320 00For
Northern Trust46,7510 00For
Jackson National20,00826,033 00Against
State Street45,3080 00For
John Hancock37,1547,137 00For

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

4. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-04.

98% Majority: yes · of votes cast

FOR 98%
FOR: 74,461,974AGAINST: 1,526,579

CHEGG INC.’s own tally for this item (“Proposal 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 2025-06-06 (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. Of all 105,376,973 outstanding shares: 71% for, 1% against (72% of the company cast a for/against vote).

The 46 asset managers below cast 97% of the shares they voted on this item FOR (17,281,662 for, 508,358 against).

FOR 97%
FOR: 17,281,662 (97.1%)AGAINST: 508,358 (2.9%)
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 managerForAgainst AbstainWithheldVote
Vanguard7,054,1100 00For
Fidelity2,916,5550 00For
BlackRock2,322,0210 00For
Charles Schwab1,681,5860 00For
Dimensional672,7090 00For
EA Series Trust0431,148 00Against
Invesco394,1300 00For
Equitable367,3180 00For
TIAA261,4510 00For
FIRSTHAND FUNDS260,0000 00For
QUANTITATIVE MASTER SERIES LLC172,9510 00For
WisdomTree120,4480 00For
AQR109,4940 00For
Global X99,6210 00For
BRIDGEWAY FUNDS INC96,8000 00For
Lincoln Financial81,7230 00For
SEI75,0570 00For
Amplify ETF Trust074,174 00Against
Bridge Builder Trust54,3720 00For
Pacific Life51,4780 00For
AIG/SunAmerica49,3320 00For
Northern Trust46,7510 00For
Jackson National46,0410 00For
State Street45,3080 00For
John Hancock44,2910 00For

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

5. To approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2023.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-05 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%AGAINST 18%
FOR: 57,764,346AGAINST: 12,690,542

CHEGG INC.’s own tally for this item (“Proposal 2: To approve, on a non-binding advisory basis, the compensation paid by the Company to our named executive officers for the year ended December 31, 2023:”): 57,764,346 for, 12,690,542 against, per its Form 8-K filed 2024-06-05 (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. Of all 105,376,973 outstanding shares: 54.8% for, 12% against (67% of the company cast a for/against vote).

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 254 against).

AGAINST 100%
AGAINST: 254 (100.0%)
Largest 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 managerForAgainst AbstainWithheldVote
COLDSTREAM CAPITAL MANAGEMENT INC0254 00Against
Echo45 Advisors LLC00 00--

Largest CHEGG INC. shareholders voting in 2024-2025

Ranked by the number of CHEGG INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 105,376,973 shares outstanding at the time of that meeting.

Top CHEGG INC. shareholders by shares voted, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 7.91%
2BlackRock 4.65%
3Fidelity 3.62%
4Charles Schwab 3.19%
5Two Sigma 2.81%
6GEODE CAPITAL MANAGEMENT, LLC 2.34%
7State Street 1.94%
8AQR 1.49%
9Connor, Clark & Lunn Investment Management Ltd. 1.35%
10ARROWSTREET CAPITAL, LIMITED PARTNERSHIP 1.15%

Reported CHEGG INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

CHEGG INC. beneficial owners on record 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 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At CHEGG INC.'s shareholder meeting held 2025-06-04, in the 2024-2025 proxy season, 156 asset managers reported how they voted on 5 ballot items in their SEC Form N-PX filings, covering 639 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 2025-06-06.

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