8-K

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):

April 4, 2023

2U, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OF INCORPORATION)

001-36376

26-2335939

(COMMISSION

FILE NUMBER)

(IRS EMPLOYER

ID. NUMBER)

7900 Harkins Road

Lanham, MD

20706

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

(301) 892-4350

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.001 par value per share

TWOU

The Nasdaq Global Select Market

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

(b) On April 4, 2023, Gregory K. Peters notified the Board of Directors (the “Board”) of 2U, Inc. (the “Company”) of his resignation as a member of the Board, effective as of the date of the Company’s 2023 Annual Meeting of Stockholders. Mr. Peters’ decision to resign from the Board was due to his other professional responsibilities and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Company’s Board Chair, Paul Maeder, said: “On behalf of 2U and its Board of Directors, I want to thank Greg for his stellar service and significant contributions to the company over the years; he has been an integral member of our Board, and his expertise and sound judgment have helped guide the Company through times of both opportunity and challenge. We wish him all the best going forward.”

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 hereunto duly authorized.


2U, INC.

By:		/s/ Paul S. Lalljie
Name:		Paul S. Lalljie
Title:		Chief Financial Officer

Date: April 7, 2023

2U Inc. filed SEC Form 8-K: Leadership Update