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2U INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and 2U INC.’s Form 8-K, filed 2024-05-22 (Item 5.07 on EDGAR). Page generated 02 October 2026.

7Reported items
124Asset managers
849Fund votes
2024-05-20Meeting date

Proxy season: 2023-2024

Explore 2U INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by 2U INC.

These tallies are 2U INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-05-22 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

2U INC. — official shareholder meeting results, meeting held 2024-05-20
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Paul S. Lalljie	33,797,004	811,024	115,209	--	21,421,854	Majority: yes
Elect Director: Edward S. Macias	26,661,737	7,439,090	622,410	--	21,421,854	Majority: yes
Elect Director: Paul A. Maeder	32,519,274	2,056,137	147,826	--	21,421,854	Majority: yes
Elect Director: Rob M. Stavis	33,321,202	747,613	654,422	--	21,421,854	Majority: yes
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:	32,742,427	1,863,721	117,089	--	21,421,854	Majority: yes

Source: 2U INC., Form 8-K, filed with the SEC on 2024-05-22 — read the filing on EDGAR.

How asset managers voted at the 2U INC. 2023-2024 meeting

Each item below shows how the 124 asset managers that disclosed a 2U INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of 2U INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Combines 8 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 32,742,427AGAINST: 1,863,721

2U INC.’s own tally for this item (“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:”): 32,742,427 for, 1,863,721 against, per its Form 8-K filed 2024-05-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 84,159,626 outstanding shares: 39% for, 2% against (41% of the company cast a for/against vote).

The 123 asset managers below cast 99% of the shares they voted on this item FOR (33,654,516 for, 395,297 against).

FOR 99%

FOR: 33,654,516 (98.8%)AGAINST: 395,297 (1.2%)ABSTAIN: 28,225 (0.1%)UNKNOWN: 500 (0.0%)

Largest asset managers voting on “APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS.” at 2U INC., 2023-2024
Asset manager	For	Against	Vote
ARK ETF Trust	7,663,092	0	For
Vanguard	3,743,897	0	For
Greenvale Capital LLP	3,452,353	0	For
BlackRock	3,218,966	10,279	For
Invesco	2,773,405	0	For
Fidelity	1,746,238	0	For
AQR	1,679,689	0	For
DE Shaw	1,406,851	0	For
Charles Schwab	1,303,776	0	For
Two Sigma	1,047,597	0	For
State Street	1,041,794	0	For
SEI	953,227	0	For
Global X	783,691	0	For
GEODE CAPITAL MANAGEMENT, LLC	661,475	0	For
Northern Trust	418,041	0	For
T. Rowe Price	391,154	0	For
MELLON INVESTMENTS Corp	0	306,982	Against
ACADIAN ASSET MANAGEMENT LLC	306,212	0	For
AMERICAN BEACON FUNDS	157,958	0	For
JPMorgan	147,607	0	For
Equitable	90,599	0	For
AllianceBernstein	76,280	0	For
Lincoln Financial	65,900	0	For
Renaissance	62,688	0	For
Rhumbline	51,523	0	For

Showing the 25 largest of 123 asset managers. See all 123 in the interactive database.

2. APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT.

CAPITAL STRUCTURE

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 99.8%

The 35 asset managers below cast 100% of the shares they voted on this item FOR (18,427,805 for, 0 against).

FOR: 18,427,805 (99.9%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT.” at 2U INC., 2023-2024
Asset manager	For	Abstain	Vote
ARK ETF Trust	7,663,092	0	For
Vanguard	3,673,065	0	For
BlackRock	1,571,527	0	For
Invesco	1,374,388	0	For
Fidelity	1,148,064	0	For
Global X	783,691	0	For
Charles Schwab	651,888	0	For
SEI	476,493	0	For
AQR	426,111	0	For
AMERICAN BEACON FUNDS	157,958	0	For
Equitable	90,599	0	For
T. Rowe Price	88,852	0	For
Lincoln Financial	65,900	0	For
Northern Trust	47,130	0	For
Bridge Builder Trust	31,555	0	For
Pacific Life	31,476	0	For
Legg Mason	27,956	0	For
Brighthouse	0	27,237	Abstain
AIG/SunAmerica	26,492	0	For
Blackstone Alternative Investment Funds	19,200	0	For
State Street	15,277	0	For
Principal	11,237	0	For
DWS	10,847	0	For
MASTER INVESTMENT PORTFOLIO	9,792	0	For
Calvert	7,725	0	For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

3. Election of three Class I directors and one Class III director to serve on the Board of Directors until the Company's 2025 Annual Meeting of Stockholders: Paul A. Maeder

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 32,519,274AGAINST: 2,056,137

2U INC.’s own tally for this item (“Elect Director: Paul A. Maeder”): 32,519,274 for, 2,056,137 against, per its Form 8-K filed 2024-05-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 84,159,626 outstanding shares: 39% for, 2% against (41% of the company cast a for/against vote).

The 35 asset managers below cast 96% of the shares they voted on this item FOR (17,694,897 for, 732,908 against).

FOR 96%

FOR: 17,694,897 (95.9%)AGAINST: 732,908 (4.0%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “Election of three Class I directors and one Class III director to serve on the Board of Directors until the Co” at 2U INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
ARK ETF Trust	7,663,092	0	0	For
Vanguard	3,673,065	0	0	For
BlackRock	1,571,527	0	0	For
Invesco	1,374,388	0	0	For
Fidelity	1,148,064	0	0	For
Global X	51,007	732,684	0	Against
Charles Schwab	651,888	0	0	For
SEI	476,493	0	0	For
AQR	426,111	0	0	For
AMERICAN BEACON FUNDS	157,958	0	0	For
Equitable	90,599	0	0	For
T. Rowe Price	88,852	0	0	For
Lincoln Financial	65,900	0	0	For
Northern Trust	47,130	0	0	For
Bridge Builder Trust	31,555	0	0	For
Pacific Life	31,476	0	0	For
Legg Mason	27,956	0	0	For
Brighthouse	0	0	27,237	Abstain
AIG/SunAmerica	26,492	0	0	For
Blackstone Alternative Investment Funds	19,200	0	0	For
State Street	15,277	0	0	For
Principal	11,237	0	0	For
DWS	10,847	0	0	For
MASTER INVESTMENT PORTFOLIO	9,792	0	0	For
Calvert	7,725	0	0	For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

4. Election of three Class I directors and one Class III director to serve on the Board of Directors until the Company's 2025 Annual Meeting of Stockholders: Paul S. Lalljie

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 33,797,004AGAINST: 811,024

2U INC.’s own tally for this item (“Elect Director: Paul S. Lalljie”): 33,797,004 for, 811,024 against, per its Form 8-K filed 2024-05-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 84,159,626 outstanding shares: 40% for, 1.0% against (41% of the company cast a for/against vote).

The 35 asset managers below cast 100% of the shares they voted on this item FOR (18,427,805 for, 0 against).

FOR 99.8%

FOR: 18,427,805 (99.9%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “Election of three Class I directors and one Class III director to serve on the Board of Directors until the Co” at 2U INC., 2023-2024
Asset manager	For	Abstain	Vote
ARK ETF Trust	7,663,092	0	For
Vanguard	3,673,065	0	For
BlackRock	1,571,527	0	For
Invesco	1,374,388	0	For
Fidelity	1,148,064	0	For
Global X	783,691	0	For
Charles Schwab	651,888	0	For
SEI	476,493	0	For
AQR	426,111	0	For
AMERICAN BEACON FUNDS	157,958	0	For
Equitable	90,599	0	For
T. Rowe Price	88,852	0	For
Lincoln Financial	65,900	0	For
Northern Trust	47,130	0	For
Bridge Builder Trust	31,555	0	For
Pacific Life	31,476	0	For
Legg Mason	27,956	0	For
Brighthouse	0	27,237	Abstain
AIG/SunAmerica	26,492	0	For
Blackstone Alternative Investment Funds	19,200	0	For
State Street	15,277	0	For
Principal	11,237	0	For
DWS	10,847	0	For
MASTER INVESTMENT PORTFOLIO	9,792	0	For
Calvert	7,725	0	For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

5. Election of three Class I directors and one Class III director to serve on the Board of Directors until the Company's 2025 Annual Meeting of Stockholders: Robert M. Stavis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 33,321,202AGAINST: 747,613

2U INC.’s own tally for this item (“Elect Director: Rob M. Stavis”): 33,321,202 for, 747,613 against, per its Form 8-K filed 2024-05-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 84,159,626 outstanding shares: 40% for, 0.9% against (40% of the company cast a for/against vote).

The 35 asset managers below cast 99.9% of the shares they voted on this item FOR (18,427,581 for, 224 against).

FOR 99.8%

FOR: 18,427,581 (99.9%)AGAINST: 224 (0.0%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “Election of three Class I directors and one Class III director to serve on the Board of Directors until the Co” at 2U INC., 2023-2024
Asset manager	For	Abstain	Vote
ARK ETF Trust	7,663,092	0	For
Vanguard	3,673,065	0	For
BlackRock	1,571,527	0	For
Invesco	1,374,388	0	For
Fidelity	1,148,064	0	For
Global X	783,691	0	For
Charles Schwab	651,888	0	For
SEI	476,493	0	For
AQR	426,111	0	For
AMERICAN BEACON FUNDS	157,958	0	For
Equitable	90,599	0	For
T. Rowe Price	88,852	0	For
Lincoln Financial	65,900	0	For
Northern Trust	47,130	0	For
Bridge Builder Trust	31,555	0	For
Pacific Life	31,476	0	For
Legg Mason	27,956	0	For
Brighthouse	0	27,237	Abstain
AIG/SunAmerica	26,492	0	For
Blackstone Alternative Investment Funds	19,200	0	For
State Street	15,277	0	For
Principal	11,237	0	For
DWS	10,847	0	For
MASTER INVESTMENT PORTFOLIO	9,792	0	For
Calvert	7,725	0	For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

6. Election of three Class I directors and one Class III director to serve on the Board of Directors until the Company's 2025 Annual Meeting of Stockholders: Edward S. Macias

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

78% Majority: yes · of votes cast

FOR 78%AGAINST 22%

FOR: 26,661,737AGAINST: 7,439,090

2U INC.’s own tally for this item (“Elect Director: Edward S. Macias”): 26,661,737 for, 7,439,090 against, per its Form 8-K filed 2024-05-22 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 84,159,626 outstanding shares: 32% for, 9% against (41% of the company cast a for/against vote).

The 35 asset managers below cast 92% of the shares they voted on this item FOR (17,031,357 for, 1,396,448 against).

FOR 92%8%

FOR: 17,031,357 (92.3%)AGAINST: 1,396,448 (7.6%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “Election of three Class I directors and one Class III director to serve on the Board of Directors until the Co” at 2U INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
ARK ETF Trust	7,663,092	0	0	For
Vanguard	3,643,965	29,100	0	For
BlackRock	1,571,527	0	0	For
Invesco	1,374,388	0	0	For
Fidelity	1,133,564	14,500	0	For
Global X	51,007	732,684	0	Against
Charles Schwab	651,888	0	0	For
SEI	476,493	0	0	For
AQR	0	426,111	0	Against
AMERICAN BEACON FUNDS	157,958	0	0	For
Equitable	90,599	0	0	For
T. Rowe Price	88,852	0	0	For
Lincoln Financial	0	65,900	0	Against
Northern Trust	47,130	0	0	For
Bridge Builder Trust	31,555	0	0	For
Pacific Life	31,476	0	0	For
Legg Mason	0	27,956	0	Against
Brighthouse	0	0	27,237	Abstain
AIG/SunAmerica	0	26,492	0	Against
Blackstone Alternative Investment Funds	0	19,200	0	Against
State Street	0	15,277	0	Against
Principal	0	11,237	0	Against
DWS	0	10,847	0	Against
MASTER INVESTMENT PORTFOLIO	9,792	0	0	For
Calvert	0	7,725	0	Against

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

7. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2024 FISCAL YEAR.

AUDIT-RELATED

Combines 2 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.8%

The 35 asset managers below cast 99.9% of the shares they voted on this item FOR (18,427,581 for, 224 against).

FOR: 18,427,581 (99.9%)AGAINST: 224 (0.0%)ABSTAIN: 27,237 (0.1%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR” at 2U INC., 2023-2024
Asset manager	For	Abstain	Vote
ARK ETF Trust	7,663,092	0	For
Vanguard	3,673,065	0	For
BlackRock	1,571,527	0	For
Invesco	1,374,388	0	For
Fidelity	1,148,064	0	For
Global X	783,691	0	For
Charles Schwab	651,888	0	For
SEI	476,493	0	For
AQR	426,111	0	For
AMERICAN BEACON FUNDS	157,958	0	For
Equitable	90,599	0	For
T. Rowe Price	88,852	0	For
Lincoln Financial	65,900	0	For
Northern Trust	47,130	0	For
Bridge Builder Trust	31,555	0	For
Pacific Life	31,476	0	For
Legg Mason	27,956	0	For
Brighthouse	0	27,237	Abstain
AIG/SunAmerica	26,492	0	For
Blackstone Alternative Investment Funds	19,200	0	For
State Street	15,277	0	For
Principal	11,237	0	For
DWS	10,847	0	For
MASTER INVESTMENT PORTFOLIO	9,792	0	For
Calvert	7,725	0	For

Showing the 25 largest of 35 asset managers. See all 35 in the interactive database.

Largest 2U INC. shareholders voting in 2023-2024

Ranked by the number of 2U INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 84,159,626 shares outstanding at the time of that meeting.

Top 2U INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	ARK ETF Trust	9.11%
2	Vanguard	4.45%
3	Greenvale Capital LLP	4.10%
4	BlackRock	3.84%
5	Invesco	3.30%
6	Fidelity	2.07%
7	AQR	2.00%
8	DE Shaw	1.67%
9	Charles Schwab	1.55%
10	Two Sigma	1.24%

Reported 2U INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

2U INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
ARK Investment Management LLC	11.38%	13G
Blackrock, Inc.	8.04%	DEF14A
Nikko Asset Management Americas, Inc.	6.29%	DEF14A
The Vanguard Group	5.70%	13G
AQR Capital	4.91%	13F
D.E. Shaw	3.59%	13F
Millennium Management	2.10%	13F
Geode Capital	2.03%	13F
State Street	1.92%	13F
Invesco	1.67%	13F

Percentages above are of 84,159,626 shares outstanding, as reported by 2U INC. on its Form 10-Q dated 2024-04-30 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from 2U INC.’s 10-Q dated 2024-04-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At 2U INC.'s shareholder meeting held 2024-05-20, in the 2023-2024 proxy season, 124 asset managers reported how they voted in their SEC Form N-PX filings, covering 849 separate fund positions. Their filings are grouped here into 7 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE… — FOR was 95% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: 2U INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-05-22.

2U INC. proxy season coverage: 2023-2024 (this page).