Coursera, Inc.

8-K · cour-20260610.htm iXBRL

0001651562 2026-06-10 2026-06-10

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 __________________________________________________
 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
 __________________________________________________
 COURSERA, INC.
 (Exact name of Registrant as Specified in Its Charter)
 __________________________________________________

 Delaware 001-40275 45-3560292
 (State or Other Jurisdiction
of Incorporation) (Commission File Number) (IRS Employer
Identification No.)

 2440 West El Camino Real, Suite 500
 Mountain View , California
 94040
 (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:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o 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
 Common Stock, $0.00001 par value per share COUR New York Stock Exchange

 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