2U, INC. (NASDAQ:TWOU) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders
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Meeting) of 2U, Inc. (the Company) was held on Monday,
June 5, 2017 at 2:00 p.m., local time. As of the close of
business on April 24, 2017, the record date for the Annual
Meeting, there were 47,534,681 shares of the Companys common
stock outstanding, with each share entitled to one vote. The
holders of 45,971,524 shares of the Companys common stock were
present, in person or represented by proxy, at the Annual
Meeting. At the Annual Meeting, the Companys stockholders voted
on four proposals. The proposals are described in more detail in
the Companys definitive proxy statement on Schedule 14A as filed
with the Securities and Exchange Commission on April 28, 2017.
The voting results for each of the proposals is as follows:
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Proposal 1
The stockholders voted upon and elected four (4) Class III
directors, nominated by the Board of Directors (the Board) of the Company, to serve on the Board until the Companys 2020 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal, with the following vote results: |
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Sallie L. Krawcheck
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17,369,143
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22,371,476
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6,230,905
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Mark J. Chernis
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30,103,841
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9,636,778
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6,230,905
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John M. Larson
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30,691,950
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9,048,669
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6,230,905
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Edward S. Macias
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30,299,261
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9,441,358
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6,230,905
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the Companys outstanding shares of common stock was required.
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Proposal 2
The stockholders voted upon and ratified the appointment of
KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year, with the following vote results: |
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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45,841,202
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10,318
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120,004
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majority of the Companys outstanding shares of common stock
present, in person or represented by proxy, at the Annual Meeting
was required.
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Proposal 3
The stockholders voted upon and approved, on a non-binding
advisory basis, of the compensation of the Company’s Named Executive Officers, with the following vote results: |
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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39,009,531
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594,065
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137,023
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6,230,905
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Officers, the affirmative vote of a majority of the Company’s
outstanding shares of common stock, in person or represented by
proxy, at the Annual Meeting was required.
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Proposal 4
The stockholders voted upon and approved the Company’s
2017 Employee Stock Purchase Plan, with the following vote results: |
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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39,500,282
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231,480
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8,857
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6,230,905
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affirmative vote of a majority of the Company’s outstanding
shares of common stock, in person or represented by proxy, at the
Annual Meeting was required.
About 2U, INC. (NASDAQ:TWOU)
2U, Inc. is a provider of an integrated solution consisting of cloud-based software-as-a-service (SaaS) combined with technology-enabled services (together, the Platform) that allows colleges and universities to deliver online degree programs. The Company’s SaaS technology consists of an online learning environment, Online Campus, which acts as the hub for student and faculty academic and social interaction, and operations applications. The Company also provides technology-enabled services that support the complete lifecycle of a higher education program. Its clients use the Online Campus portion of its Platform to offer educational content, instructor-led classes averaging over 10 students per session in a live setting, accessible through Web-based and mobile applications. Its clients use the operations applications within its Platform to enable and support their online operations, and integrate those operations with their existing university systems.