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 |
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2U Inc. published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 20:14:40 UTC.