2U : 2021 Proxy Statement(opens in new window)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.	)

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

• Preliminary Proxy Statement
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• Definitive Additional Materials
• Soliciting Material under §240.14a‑12

2U, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2021

Annual Meeting of Stockholders

and Proxy Statement

Thursday, June 3, 2021 - 3:00 P.M., Eastern Time

Online only at: www.virtualshareholdermeeting.com/TWOU2021

"I sit here today steadfast and confident in our collective resilience and strength."

April 19, 2021

Dear Fellow Stockholder:

I am pleased to invite you to attend our 2021 Annual Meeting of Stockholders, to be held virtually on June 3, 2021 at 3:00 p.m., Eastern Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/TWOU2021, where you will be able to listen to the meeting live, submit questions and vote online.

Details regarding the Annual Meeting and the various matters to be acted upon during the Annual Meeting are described in the accompanying Notice of 2021 Annual Meeting of Stockholders and the proxy statement.

We have elected to provide our proxy materials over the Internet under the Securities and Exchange Commission's "notice and access" rules. We will send stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") with instructions for accessing the proxy materials, including our proxy statement and Annual Report to Stockholders and a list of the matters to be considered at the meeting. The Notice will also provide instructions on how to vote your shares and how to request a paper copy of the proxy materials by mail.

You can ensure that your shares are represented at the Annual Meeting by promptly voting over the Internet, voting by telephone or by completing and mailing a proxy or voting card if you receive printed proxy materials. If you hold shares through a broker or other nominee in "street name," you will need to follow the voting instructions provided by your broker or nominee.

On behalf of the Board of Directors of 2U, Inc., I would like to express our appreciation for your ownership and continued support of 2U, Inc. We look forward to speaking with you at the Annual Meeting.

Sincerely,

CHRISTOPHER "CHIP" PAUCEK

Co-Founder & Chief Executive Officer

Notice of 2021 annual meeting of stockholders.

Date & Time	Location	Who Can Vote
June 3, 2021 (Thursday)	Online at:	Stockholders as of April 9, 2021 are
3:00 p.m. (Eastern Time)	www.virtualshareholdermeeting.com/	entitled to vote
	TWOU2021

Stockholders of 2U, Inc.:

The 2021 Annual Meeting of Stockholders (the "Meeting") of 2U, Inc. (the "Company") will be held virtually via live webcast at: www.virtualshareholdermeeting.com/TWOU2021 on June 3, 2021, beginning at 3:00 p.m., Eastern Time. You will be able to attend the Meeting online, vote and submit your questions at the website listed above during the Meeting. We are holding the Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

Voting Matters:

Proposals	For Further Details
1.	To elect four Class I directors, nominated by the Board of Directors of the Company, to serve on the Board of	Page 12
	Directors until the Company's 2024 annual meeting of stockholders and until their successors are duly
	elected and qualified or until their earlier death, resignation or removal
2.	To approve, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers	Page 35
3.	To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for	Page 57
	the 2021 fiscal year
4.	To consider a stockholder proposal to elect each director annually, if properly presented at the meeting	Page 59

We will also consider any other business that properly comes before the Meeting or any adjournment thereof. On or about April 19, 2021, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access the proxy materials for our Meeting, including our Annual Report to Stockholders for the year ending December 31, 2020. The Notice will also provide instructions on how to vote your shares and how to request a paper copy of the proxy materials by mail.

A list of stockholders entitled to vote at the Meeting will be available for inspection by any stockholder for any purpose germane to the Meeting, during regular business hours, for a period of ten days prior to the Meeting. To inspect the list, email our Investor Relations department at [e-mail]. The list will also be available during the Meeting by following the instructions located at: www.virtualshareholdermeeting.com/TWOU2021.

Your vote is important. Whether or not you plan to attend the Meeting, and no matter how many shares you own, please vote your shares or submit your proxy promptly in advance of the Meeting by using one of the methods described in the proxy materials. Any stockholder attending the Meeting may vote online during the Meeting, even if you have already returned a proxy card or voted over the Internet. If you hold shares through a broker or other nominee in "street name," you should follow the voting instructions provided to you by such broker or other nominee.

By Order of the Board of Directors,

Christopher "Chip" Paucek

Co-Founder & Chief Executive Officer

April 19, 2021

Internet	Phone	Mail
www.proxyvote.com	1-800-690-6903	Mark, sign and date your proxy card and
		return it in the postage-paid envelope
		we have provided

Important Notice Regarding the Availability of Proxy Materials for the Stockholders' Meeting to Be Held on June 03, 2021

This Notice of Annual Meeting and Proxy Statement and the 2020 Annual Report are available at: www.proxyvote.com or

on our investor relations website at: http://investor.2u.com.

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