Udemy, Inc. 8-K

What Happened

• Udemy announced that at a special stockholders meeting held online on April 9, 2026, shareholders approved the previously announced Agreement and Plan of Merger with Coursera, Inc. (the Merger Agreement dated December 17, 2025). Under the agreement, Merger Sub will merge into Udemy, with Udemy continuing as the surviving corporation and becoming a wholly‑owned subsidiary of Coursera. The Merger remains subject to satisfaction of remaining closing conditions under the Merger Agreement.

Key Details

• Record date: 145,824,573 shares of common stock outstanding as of March 6, 2026.
• Quorum/votes present: 115,121,723 shares were present or represented by proxy at the Special Meeting.
• Proposal 1 (Adoption of Merger Agreement): 114,961,096 FOR, 147,832 AGAINST, 12,795 ABSTAIN — Proposal 1 approved.
• Proposal 2 (Non‑binding advisory approval of certain merger‑related executive compensation): 114,153,868 FOR, 827,032 AGAINST, 140,823 ABSTAIN — Proposal 2 approved.
• Proposal 3 (adjournment, if needed) was not presented because Proposal 1 passed.
• The filing includes standard forward‑looking statements and references the joint proxy statement/prospectus for additional risks and details.

Why It Matters

• Approval advances the planned combination with Coursera, which will change Udemy’s corporate status (Udemy would become a wholly‑owned Coursera subsidiary) and could affect Udemy shareholders, governance, and integration outcomes.
• The non‑binding vote on executive compensation signals shareholder assent to the deal‑related pay practices but is advisory only.
• The transaction is still subject to closing conditions (including regulatory approvals and other conditions) — timing and final completion are not guaranteed; investors should review the joint proxy statement for the full list of risks and next steps.