UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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(s) |
Name of each exchange on which registered | ||
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Stockholders of Coursera, Inc. (the “Company”) was held on May 23, 2023 (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the stockholder votes are set forth below.
1. The following individuals were elected to serve as Class II directors of the Company until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified:
| For | Withheld | Broker Non-Votes |
||||||||||
| Amanda M. Clark |
96,712,091 | 9,535,081 | 23,652,494 | |||||||||
| Christopher D. McCarthy |
105,866,971 | 380,201 | 23,652,494 | |||||||||
| Andrew Y. Ng |
99,538,552 | 6,708,620 | 23,652,494 | |||||||||
2. The compensation paid by the Company to its named executive officers was approved, on a non-binding advisory basis:
| For |
Against |
Abstain | ||
| 54,504,566 | 50,323,207 | 1,419,399 |
3. The frequency of holding an advisory vote on compensation of the Company’s named executive officers every year was approved, on a non-binding advisory basis:
| One Year |
Two Years |
Three Years |
Abstain | |||
| 104,374,934 | 33,902 | 1,813,130 | 25,206 |
In accordance with the results of the advisory vote, the board of directors of the Company has decided to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year, until the next non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.
4. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023 was ratified:
| For |
Against |
Abstain | ||
| 129,232,222 | 385,516 | 281,928 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| Dated: May 25, 2023 | COURSERA, INC. | |||||
| By: | /s/ Alan B. Cardenas | |||||
| Alan B. Cardenas, Senior Vice President, General Counsel and Secretary | ||||||
Document and Entity Information |
May 23, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001651562 |
| Document Type | 8-K |
| Document Period End Date | May 23, 2023 |
| Entity Registrant Name | COURSERA, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40275 |
| Entity Tax Identification Number | 45-3560292 |
| Entity Address, Address Line One | 381 E. Evelyn Ave. |
| Entity Address, City or Town | Mountain View |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94041 |
| City Area Code | (650) |
| Local Phone Number | 963-9884 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.00001 par value per share |
| Trading Symbol | COUR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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