Coursera (COUR) shareholders approve directors, executive pay and Deloitte as auditor

Rhea-AI Filing Summary

Coursera, Inc. held its 2026 annual stockholder meeting, where investors voted on board elections, executive pay, and the auditor for the coming year. As of the April 23, 2026 record date, 169,333,436 common shares were outstanding, and 133,743,423 shares were represented, establishing a quorum.

Stockholders elected three Class II directors—Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson—to serve until the 2029 annual meeting or until successors are elected and qualified. They also approved, on a non-binding advisory basis, the compensation of Coursera’s named executive officers and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 169,333,436 shares Shares represented: 133,743,423 shares Say-on-pay votes for: 100,729,503 votes +5 more

8 metrics

Shares outstanding 169,333,436 shares Common stock outstanding and entitled to vote as of April 23, 2026

Shares represented 133,743,423 shares Shares present in person or by proxy at 2026 annual meeting (quorum)

Say-on-pay votes for 100,729,503 votes Votes in favor of executive compensation advisory resolution

Say-on-pay votes against 13,960,373 votes Votes against executive compensation advisory resolution

Auditor ratification for 131,826,645 votes Votes in favor of ratifying Deloitte & Touche LLP for fiscal 2026

Director votes for Lydia Paterson 114,504,109 votes Votes for election of Class II director Lydia Paterson

Director votes for Andrew Y. Ng 98,840,457 votes Votes for election of Class II director Andrew Y. Ng

Director votes for Christopher D. McCarthy 96,895,428 votes Votes for election of Class II director Christopher D. McCarthy

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, quorum

4 terms

broker non-votes financial

"For | Withheld | Broker Non-Votes Christopher D. McCarthy | 96,895,428 | 17,927,486 | 18,920,509"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"The compensation paid by Coursera to its named executive officers ... was approved, on a non-binding advisory basis."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"The appointment of Deloitte & Touche LLP as Coursera’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"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."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

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Understanding 8-K Material Events →

0001651562FALSE00016515622026-06-102026-06-10

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

FAQ

What did Coursera (COUR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing three Class II directors, approving executive compensation on a non-binding advisory basis, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

How many Coursera (COUR) shares were eligible and present for the 2026 annual meeting vote?

As of April 23, 2026, 169,333,436 Coursera common shares were outstanding and entitled to vote. At the meeting, 133,743,423 shares were represented in person or by proxy, which constituted a quorum for conducting business.

Were Coursera’s Class II director nominees elected at the 2026 annual meeting?

Yes. Stockholders elected Christopher D. McCarthy, Andrew Y. Ng, and Lydia Paterson as Class II directors. They will serve until Coursera’s 2029 annual meeting of stockholders or until their successors are duly elected and qualified.

Did Coursera (COUR) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of Coursera’s named executive officers. The say-on-pay proposal received 100,729,503 votes for, 13,960,373 against, and 133,038 abstentions, with 18,920,509 broker non-votes recorded.

Which auditor did Coursera (COUR) stockholders ratify for the 2026 fiscal year?

Stockholders ratified Deloitte & Touche LLP as Coursera’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 131,826,645 votes for, 1,820,667 against, and 96,111 abstentions on the ratification proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB