Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of 2U, Inc. (the "Company") was held on Thursday, June 3, 2021 at 3:00 p.m., Eastern time. As of the close of business on April 9, 2021, the record date for the Annual Meeting, there were 74,404,008 shares of the Company's common stock outstanding, with each share entitled to one vote. The holders of 65,507,971 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 on Schedule 14A as filed with the Securities and Exchange Commission on April 19, 2021. The voting result for each of the proposals is as follows:

Proposal 1

The stockholders voted upon and elected four Class I directors, nominated by the Board of Directors (the "Board") of the Company, 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:

Director Votes For Votes Withheld Broker Non-Votes

Paul A. Maeder 40,987,279 16,923,745 7,596,947 Christopher J. Paucek 41,493,429 16,417,595 7,596,947


  Gregory K. Peters     34,279,059     23,631,965        7,596,947
  Robert M. Stavis      41,248,972     16,662,052        7,596,947


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
54,837,519     2,988,552       84,953         7,596,947


Proposal 3

The stockholders voted upon and ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2021 fiscal year, with the following vote results:





Votes For    Votes Against   Abstentions   Broker Non-Votes
65,336,133      123,750        48,088             0


Proposal 4

The stockholders voted upon and approved a stockholder proposal to elect each director annually, with the following vote results:





Votes For    Votes Against   Abstentions   Broker Non-Votes
56,297,339     1,331,965       215,549        7,662,938

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