Coursera, Inc. 8-K

What Happened

• Coursera, Inc. filed an 8-K on June 11, 2026 reporting the results of its 2026 Annual Meeting of Stockholders (record date April 23, 2026). Of 169,333,436 shares outstanding, 133,743,423 shares were represented in person or by proxy (a quorum).
• Stockholders elected three Class II directors to serve until the 2029 annual meeting: Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson. All three were elected; detailed vote counts are below. Shareholders also approved, on a non-binding advisory basis, the compensation of named executive officers (say-on-pay), and ratified Deloitte & Touche LLP as Coursera’s independent registered public accounting firm for fiscal 2026.

Key Details

• Shares outstanding (record date): 169,333,436; shares represented at meeting (quorum): 133,743,423.
• Director election votes:
  • Christopher D. McCarthy — For: 96,895,428; Withheld: 17,927,486; Broker non-votes: 18,920,509.
  • Andrew Y. Ng — For: 98,840,457; Withheld: 15,982,457; Broker non-votes: 18,920,509.
  • Lydia Paterson — For: 114,504,109; Withheld: 318,805; Broker non-votes: 18,920,509.
• Say-on-pay (non-binding advisory) votes: For: 100,729,503; Against: 13,960,373; Abstain: 133,038; Broker non-votes: 18,920,509.
• Auditor ratification: Deloitte & Touche LLP ratified — For: 131,826,645; Against: 1,820,667; Abstain: 96,111.

Why It Matters

• The votes confirm Coursera’s board makeup through the 2029 annual meeting and show investor support levels for individual directors.
• Say-on-pay passed by a large margin but is advisory only; it signals general shareholder approval of executive compensation as disclosed in the proxy.
• Ratifying Deloitte ensures continuity of the company’s external audit for fiscal 2026, which matters for financial reporting and governance.
• The presence of ~18.9 million broker non-votes on certain items indicates a material block of shares (held by brokers) that were not voted on those proposals and can affect outcomes where vote margins are closer.