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):

May 920, 2024

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			20706
Lanham,	MD
(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. o

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnThe ~~May 9,~~ 2024, ~~2024,~~Annual ~~the~~Meeting ~~Board~~ of ~~Directors (~~the ~~“Board”)~~Company ofwas ~~2U,~~held ~~Inc.~~on ~~(the~~Monday, ~~“Company”)~~May ~~increased~~20, ~~its~~2024 ~~size~~at to2:00 ~~nine~~p.m., ~~members~~Eastern intime. ~~accordance~~As ~~with~~of the ~~Company’s~~close ~~Eighth~~of ~~Amended~~business ~~and~~on ~~Restated~~March ~~Certificate~~26, ~~of Incorporation~~2024, ~~and~~the ~~appointed~~record ~~Ivona~~date ~~Smith~~for asthe aAnnual ~~Class~~Meeting, IIthere ~~Director~~were to83,643,757 ~~fill~~shares of the ~~vacancy~~Company’s ~~created~~common bystock ~~such increase in size~~outstanding, ~~both~~with ~~effective~~each asshare ofentitled ~~May~~to 9,one ~~2024~~vote. ~~Ms.~~The ~~Smith’s~~holders ~~term~~of ~~will~~56,145,091 ~~expire~~shares atof the Company'’s ~~2025~~common ~~Annual~~stock ~~Meeting~~were ofpresent ~~Stockholders,~~in ~~subject~~person toor ~~the~~represented ~~election~~by ~~and~~proxy ~~qualification~~at ofthe ~~her~~Annual ~~successor~~Meeting. ~~and~~At ~~her~~the ~~earlier~~Annual ~~death~~Meeting, ~~resignation~~the orCompany’s ~~removal~~stockholders voted on four proposals. The ~~Company~~proposals ~~does~~are ~~not~~described ~~currently~~in ~~expect~~more ~~that~~detail ~~Ms.~~in ~~Smith~~the ~~will~~Company’s ~~serve~~definitive onproxy ~~any~~statement. ~~committee~~The voting result for each of the ~~Board.~~proposals is as follows:

~~Ms.~~Proposal Smith will be compensated pursuant to an Independent Director Agreement entered into between Ms. Smith and the Company on May 9, 2024 (the “Independent Director Agreement”). Under the Independent Director Agreement, Ms. Smith’s compensation for service on the Board and on committees of the Board will consist of a monthly fee of $30,000 payable in advance each month, with the first monthly fee prorated for only that portion of the month remaining after May 9, 2024. Other than the Independent Director Agreement, there is no agreement or understanding between Ms. Smith and any other person pursuant to which she was selected as a director.1

~~Ms.~~The ~~Smith~~stockholders ~~does~~voted ~~not~~upon ~~have~~and ~~any~~elected ~~direct~~three orClass ~~indirect~~I ~~material~~directors ~~interest~~and inone ~~any~~Class ~~transaction~~III, ~~required~~nominated by the Board, to beserve ~~disclosed~~on ~~under~~the ~~Item~~Board ~~404(a)~~until the Company’s 2025 annual meeting of ~~Regulation~~stockholders ~~S-K.~~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 10, 2024	By:	/s/ Matthew J. Norden
May 22, 2024	By:	/s/ Matthew J. Norden
		Matthew J. Norden
		Chief Financial Officer

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