0001607939FALSE00016079392023-06-212023-06-21

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 3, 2024


Udemy, Inc.
(Exact name of Registrant as Specified in Its Charter)


Delaware001-4095627-1779864
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
600 Harrison Street, 3rd Floor
San Francisco, California
94107
(Address of Principal Executive Offices)(Zip Code)

(415) 813-1710
(Registrant’s Telephone Number, Including Area Code)


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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐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 shareUDMY
The Nasdaq Stock Market LLC
(The Nasdaq Global Select Market)
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. ☐


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

On June 3, 2024, Udemy, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 124,505,203 shares of the Company’s common stock, representing 81.2% of the voting power of all issued and outstanding shares of common stock, were present in person or by proxy and voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 11, 2024.

1. The stockholders elected the two individuals listed below as Class III directors to the Company’s Board of Directors (the “Board”), each to serve until the 2027 annual meeting of stockholders or until his, her, or their successor is duly elected and qualified or until his, her, or their earlier death, resignation or removal. The voting results were as follows:
NameVotes ForVotes WithheldBroker Non-Votes
Eren Bali79,444,86816,657,51728,402,818
Lydia Paterson95,497,292605,09328,402,818

2. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
94,667,8141,277,973156,59828,402,818



3. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
123,687,660388,893428,650—





Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Exhibit
Number
 Description
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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.
UDEMY, INC.
Date:June 5, 2024By:/s/ Ken Hirschman
Ken Hirschman
General Counsel


v3.24.1.1.u2
Cover
Jun. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 03, 2024
Entity Registrant Name Udemy, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40956
Entity Tax Identification Number 27-1779864
Entity Address, Address Line One 600 Harrison Street
Entity Address, Address Line Two 3rd Floor
Entity Address, City or Town San Francisco
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94107
City Area Code 415
Local Phone Number 813-1710
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.00001 par value per share
Trading Symbol UDMY
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001607939
Amendment Flag false
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