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):

June 6, 2023

2U, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OF INCORPORATION)

(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:

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. ☐

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of 2U, Inc. (the “Company”) was held on Tuesday, June 6, 2023 at 2:00 p.m., Eastern time. As of the close of business on April 10, 2023, the record date for the Annual Meeting, there were 80,419,429 shares of the Company’s common stock outstanding, with each share entitled to one vote. The holders of 69,539,595 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 five 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 two Class III directors, nominated by the Board of Directors (the “Board”), 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:

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:

Proposal 3

The stockholders voted upon and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year, with the following vote results:

Proposal 4

The stockholders voted upon and approved an amendment to the Company’s 2017 Employee Stock Purchase Plan to increase the number of authorized shares available under such plan, with the following vote results:

Proposal 5

The stockholders voted upon and did not approve an amendment to the Company’s Certificate of Incorporation to permit exculpation of certain officers, with the following vote results:

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.