Form 8-K Coursera, Inc. For: Jun 10
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 10, 2026
__________________________________________________
(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (650) 963-9884
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2026, Coursera, Inc. (“Coursera”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, Coursera’s stockholders voted on three proposals, which are described in its definitive proxy statement filed with the Securities and Exchange Commission on May 11, 2026 (the “Proxy Statement”).
As of the record date of April 23, 2026, 169,333,436 shares of Coursera’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 133,743,423 shares of Coursera’s common stock, constituting a quorum, were represented in person or by proxy at the Annual Meeting.
The final results for the votes regarding each proposal are set forth below.
Proposal 1: The following nominees were elected to serve as Class II directors on Coursera’s Board of Directors until Coursera's 2029 annual meeting of stockholders or until their successors are duly elected and qualified. The voting results were as follows:
| For | Withheld | Broker Non-Votes | |||||||||||||||
| Christopher D. McCarthy | 96,895,428 | 17,927,486 | 18,920,509 | ||||||||||||||
| Andrew Y. Ng | 98,840,457 | 15,982,457 | 18,920,509 | ||||||||||||||
| Lydia Paterson | 114,504,109 | 318,805 | 18,920,509 | ||||||||||||||
Proposal 2: The compensation paid by Coursera to its named executive officers as disclosed in the Proxy Statement was approved, on a non-binding advisory basis. The voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 100,729,503 | 13,960,373 | 133,038 | 18,920,509 | |||||||||||||||||
Proposal 3: The appointment of Deloitte & Touche LLP as Coursera’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified. The voting results were as follows:
| For | Against | Abstain | ||||||||||||
| 131,826,645 | 1,820,667 | 96,111 | ||||||||||||
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.
| COURSERA, INC. | |||||||||||
| Date: | June 11, 2026 | By: | /s/ Alan B. Cardenas | ||||||||
| Alan B. Cardenas, Senior Vice President, General Counsel and Secretary | |||||||||||
ATTACHMENTS / EXHIBITS
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