Chegg amends bylaws to adopt majority voting for directors, update proxy rules

CHEGG, INC

Adopted majority voting standard for uncontested director elections; incumbent must resign if fails to receive majority.
Amended advance notice provisions to require additional disclosures and comply with SEC universal proxy rules.
Added exclusive forum provisions: federal courts for Securities Act claims, Delaware Chancery Court for internal affairs.
Updated indemnification, emergency bylaws, and electronic notice provisions conforming to recent DGCL amendments.
All changes effective immediately upon board approval on March 15, 2023.

item 5.03 item 9.01

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CHEGG, INC: 批准并通过了修订和重述的公司细则，对其进行了多项修改 (effective 2023-03-15).

Change: bylaw amendment
Effective: 2023-03-15

Exact text from the filing

On March 15, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the current bylaws of Chegg, Inc. (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.

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CHEGG, INC filing history →

Source: SEC EDGAR

accession 0001364954-23-000042

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