UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i June 3, 2021

 

 i 2U, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

DELAWARE

(STATE OF INCORPORATION)

 

i 001-36376		i 26-2335939
(COMMISSION FILE NUMBER)		(IRS EMPLOYER ID. NUMBER)

 

i 7900 Harkins Road  i Lanham,  i MD		i 20706
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

 i (301)  i 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:

 

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

 

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

 

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

 

i ☐	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
i Common Stock, $0.001 par value per share		i TWOU		i 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  i ☐

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 5.07.

Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of 2U, Inc. (the “Company”) was held on Thursday, June 3, 2021 at 3:00 p.m., Eastern time. As of the close of business on April 9, 2021, the record date for the Annual Meeting, there were 74,404,008 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 65,507,971 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 on Schedule 14A as filed with the Securities and Exchange Commission on April 19, 2021. The voting result for each of the proposals is as follows:

Proposal 1

The stockholders voted upon and elected four Class I directors, nominated by the Board of Directors (the “Board”) of the Company, to serve on the Board until the Company’s 2024 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 Withheld		Broker Non-Votes
Paul A. Maeder		40,987,279		16,923,745		7,596,947
Christopher J. Paucek		41,493,429		16,417,595		7,596,947
Gregory K. Peters		34,279,059		23,631,965		7,596,947
Robert M. Stavis		41,248,972		16,662,052		7,596,947

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
54,837,519		2,988,552		84,953		7,596,947

Proposal 3

The stockholders voted upon and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year, with the following vote results:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
65,336,133		123,750		48,088		0

Proposal 4

The stockholders voted upon and approved a stockholder proposal to elect each director annually, with the following vote results:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
56,297,339		1,331,965		215,549		7,662,938

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
Date: June 4, 2021				Title:		Chief Financial Officer