United States Securities and Exchange Commission Washington, D.C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 CHEGG, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is 3) calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: April 17, 2020 To Our Stockholders, You are cordially invited to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Chegg, Inc. The meeting is expected to be held at 3990 Freedom Circle, Santa Clara, California, 95054 on Wednesday, June 3, 2020 at 9:00 a.m. Pacific Time. Though we currently intend to hold our Annual Meeting in person, we are actively monitoring the coronavirus (COVID-19) pandemic and are sensitive to the public health and travel concerns our stockholders may have and the protocols and legal regulations that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision in advance, and provide details on how to participate in a press release, posted on our website at https://investor.chegg.com, under “Press Releases”, which we will also file with the Securities and Exchange Commission (“SEC”) as proxy material. We have elected to deliver our proxy materials to our stockholders over the Internet in accordance with SEC rules. We believe that this delivery process reduces our environmental impact and lowers the costs of printing and distributing our proxy materials without impacting our stockholders’ timely access to this important information. On April 17, 2020, we sent a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders, which contains instructions on how to access our proxy materials for our Annual Meeting, including our proxy statement and annual report to stockholders. The Notice also provides instructions on how to vote by telephone or via the Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. The matters to be acted upon are described in the accompanying notice of Annual Meeting and proxy statement. Please use this opportunity to take part in our company’s affairs by voting on the business to come before the meeting. Whether or not you plan to attend the meeting, please vote by telephone or via the Internet or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important. Sincerely, Dan Rosensweig President and Chief Executive Officer CHEGG, INC. 3990 Freedom Circle Santa Clara, CA 95054 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (“Annual Meeting”) of Chegg, Inc. (the “Company”) is expected to be held at the Company's offices at 3990 Freedom Circle, Santa Clara, California 95054, on Wednesday, June 3, 2020, at 9:00 a.m. Pacific Time. Though we currently intend to hold our Annual Meeting in person, we are actively monitoring the coronavirus (COVID-19) pandemic and are sensitive to the public health and travel concerns our stockholders may have and the protocols and legal regulations that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision in advance, and provide details on how to participate in a press release, posted on our website at https://investor.chegg.com, under “Press Releases”, which we will also file with the Securities and Exchange Commission as proxy material. As always, we encourage you to vote your shares prior to the Annual Meeting. We are holding the meeting for the following purposes, which are more fully described in the accompanying proxy statement: 1. To elect the Class I directors, to serve until the third Annual Meeting of Stockholders following this meeting and until their successors are elected and qualified or until their resignation or removal. 2. To vote, on a non-binding advisory basis, on the compensation paid by us to our Named Executive Officers for the year ended December 31, 2019. 3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof. The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of record at the close of business on April 6, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. For 10 days prior to the meeting, a complete list of the stockholders entitled to vote at the Annual Meeting will be available during ordinary business hours at our headquarters for examination by any stockholder for any purpose relating to the meeting. If our headquarters are closed for health and safety reasons related to the coronavirus (COVID-19) pandemic during such period, the list of stockholders will be made available for inspection upon request via email to [email protected] subject to our satisfactory verification of stockholder status and, in the case of a virtual meeting, will be made available electronically during the virtual meeting at the website for such meeting. Your vote is very important. Each share of our common stock that you own represents one vote. For questions regarding your stock ownership, if you are a registered holder, you can contact our transfer agent, American Stock Transfer & Trust Company, through their website at www.astfinancial.com or by phone at (800) 937-5449. By Order of the Board of Directors, Dana Jewell Associate General Counsel and Corporate Secretary Santa Clara, California April 17, 2020 Whether or not you expect to attend the meeting, we encourage you to read the proxy statement and vote by telephone or via the Internet or request, sign and return your proxy card as soon as possible, so that your shares may be represented at the meeting. For specific instructions on how to vote your shares, please refer to the section entitled “General Information About the Meeting” beginning on page 5 of the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials that was mailed to you. CHEGG, INC. PROXY STATEMENT FOR 2020 ANNUAL MEETING OF STOCKHOLDERS GENERAL PROXY INFORMATION 5 Information About Solicitation and Voting 5 Internet Availability of Proxy Materials 5 General Information About the Meeting 5 CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE 9 Corporate Governance Guidelines 9 Board Leadership Structure 9 Our Board of Directors’ Role in Risk Oversight 9 Independence of Directors 10 Committees of Our Board of Directors 10 Compensation Committee Interlocks and Insider Participation 12 Board and Committee Meetings and Attendance 12 Board Attendance at Annual Stockholders’ Meeting 12 Presiding Director of Non-Employee Director Meetings 12 Communication with Directors 13 Code of Business Conduct and Ethics 13 NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS 14 Nomination to the Board of Directors 14 Director Qualifications 14 PROPOSAL NO. 1 ELECTION OF DIRECTORS 15 Nominees to the Board of Directors 15 Continuing Directors 16 Director Compensation 17 PROPOSAL NO. 2 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 21 Compensation Program and Philosophy 21 PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 22 Independent Registered Public Accounting Firm's Fees Report 22 Policy on Audit Committee Pre-Approval on Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm. 23 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24 OUR MANAGEMENT

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