2U Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$TWOU
Computer Software: Prepackaged Software
Technology
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):
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OF INCORPORATION) | |||||||||||
(COMMISSION FILE NUMBER) | (IRS EMPLOYER ID. NUMBER) | ||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
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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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2024 Annual Meeting of the Company was held on Monday, May 20, 2024 at 2:00 p.m., Eastern time. As of the close of business on March 26, 2024, the record date for the Annual Meeting, there were 83,643,757 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 56,145,091 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on four proposals. The proposals are described in more detail in the Company’s definitive proxy statement. The voting result for each of the proposals is as follows:
Proposal 1
The stockholders voted upon and elected three Class I directors and one Class III, nominated by the Board, to serve on the Board until the Company’s 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death resignation or removal, with the following vote results:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Paul S. Lalljie | 33,797,004 | 811,024 | 115,209 | 21,421,854 | ||||||||||
| Edward S. Macias | 26,661,737 | 7,439,090 | 622,410 | 21,421,854 | ||||||||||
| Paul A. Maeder | 32,519,274 | 2,056,137 | 147,826 | 21,421,854 | ||||||||||
| Rob M. Stavis | 33,321,202 | 747,613 | 654,422 | 21,421,854 | ||||||||||
Proposal 2
The stockholders voted upon and approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, with the following vote results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 32,742,427 | 1,863,721 | 117,089 | 21,421,854 | ||||||||
Proposal 3
The stockholders voted upon and ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year, with the following vote results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 55,083,835 | 717,778 | 343,478 | 0 | ||||||||
Proposal 4
The stockholders voted upon and approved amendments to the Company’s Eighth Amended and Restated Certificate of Incorporation to effect a reverse stock split, with the following vote results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 51,131,199 | 4,205,748 | 808,144 | 0 | ||||||||
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 thereunto duly authorized.
| 2U, Inc. | ||||||||
| May 22, 2024 | By: | /s/ Matthew J. Norden | ||||||
| Matthew J. Norden | ||||||||
| Chief Financial Officer | ||||||||