UDMY 2025 Meeting: All Proposals Pass, Directors Re-elected, Auditor Ratified

Rhea-AI Filing Summary

Udemy, Inc. (Nasdaq: UDMY) filed an 8-K detailing the results of its 2025 Annual Meeting held on 16 June 2025. A strong quorum of 127,342,878 shares—approximately 85.6 % of outstanding common stock—was represented in person or by proxy.

Key voting outcomes:

• Two Class I directors were re-elected: Sohaib Abbasi (98.0 % of votes cast in favour) and Heather Hiles (88.4 % in favour).
• Shareholders ratified Deloitte & Touche LLP as independent auditor for FY-2025 with 99.1 % support (126,174,317 for vs. 291,488 against).
• The non-binding ‘say-on-pay’ resolution for named executive officers received 98.5 % support (100,990,803 for).
• An amendment to the Company’s amended and restated certificate of incorporation, limiting the personal liability of certain officers as permitted under Delaware law, passed with 98.0 % support (100,540,574 for). The certificate of amendment was filed and became effective 16 June 2025.

No financial performance metrics, earnings data, or major transactions were disclosed. The filing is primarily a corporate-governance update; it signals broad shareholder confidence but slightly reduces potential legal recourse against officers.

Positive

• Overwhelming shareholder support (≥88 % for all items) signals investor confidence in management and board.
• Auditor ratification (99 % support) ensures continuity of external oversight without contest.
• Certificate amendment filed and effective immediately, providing legal clarity and potentially reducing litigation exposure.

Negative

• Officer liability limitation may reduce shareholders’ ability to seek damages, marginally weakening governance safeguards.
• No financial results or guidance were provided, offering investors no new insight into operating performance.

Insights

Financial Analyst

TL;DR: Routine governance 8-K; all proposals passed with overwhelming support, no financial metrics disclosed, limited direct valuation impact.

From a capital-markets perspective, the announced matters are procedural. Director elections, auditor ratification, and advisory say-on-pay passed comfortably, indicating institutional shareholder alignment with management. The liability-limiting charter amendment could marginally reduce future litigation costs but does not alter earnings outlook or capital structure. Because no operational or financial guidance accompanied the filing, immediate share-price impact should be neutral.

Corporate Governance Expert

TL;DR: Shareholders endorse board but approve officer exculpation, signalling trust yet diluting accountability; governance effect modest.

The 98 % approval rates highlight confidence in leadership; however, extending Delaware Section 102(b)(7)-style liability protection to officers shifts legal risk from individuals to the corporation. While common among new-economy issuers, it modestly weakens shareholder remedies. Still, robust vote tallies suggest investors view the change as acceptable. Overall governance posture remains within market norms.

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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 16, 2025

Udemy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40956

27-1779864

(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 share

UDMY

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

As described in Item 5.07 below, Udemy, Inc. (the "Company") held its 2025 annual meeting of stockholders (the "Annual Meeting") on June 16, 2025. At the Annual Meeting, the Company’s stockholders approved the amendment of the Company’s amended and restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. A certificate of amendment to the amended and restated certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on June 16, 2025, and is effective as of that date. The foregoing description of the Company’s amended and restated certificate of incorporation is qualified in its entirety by the full text of the amended and restated certificate of incorporation attached as Exhibit 3.1 and incorporated by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On Monday, June 16, 2025, the Company held the Annual Meeting at 9:30 a.m. (Pacific time). At the Annual Meeting, 127,342,878 shares of the Company's common stock, representing approximately 85.6% of the voting power of all issued and outstanding shares of common stock as of the record date, were present in person or by proxy and voted on the proposals identified below. Each of the identified proposals 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 25, 2025.

1.The stockholders elected the two individuals listed below as Class I directors to the Company's board of directors (the "Board"), each to serve until the 2028 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:

Name						Votes For						Votes Withheld						Broker Non-Votes
Sohaib Abbasi						100,507,973						2,049,164						24,785,741
Heather Hiles						90,673,814						11,883,323						24,785,741

2.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, 2025. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
126,174,317						291,488						877,073						0

3.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 For						Votes Against						Abstentions						Broker Non-Votes
100,990,803						1,259,928						306,406						24,785,741

4.The stockholders approved a proposal for the amendment of the Company’s amended and restated certificate of incorporation to limit the liability of certain officers of the Company as permitted by Delaware law. The voting results were as follows:

Votes For						Votes Against						Abstentions						Broker Non-Votes
100,540,574						1,701,484						315,079						24,785,741

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
3.1						Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 16, 2025
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 18, 2025			By:			/s/ Sarah Blanchard
									Sarah Blanchard Chief Financial Officer

FAQ

What did UDMY shareholders vote on at the 2025 Annual Meeting?

They elected two Class I directors, ratified Deloitte & Touche LLP, approved executive compensation, and amended the charter to limit certain officer liability.

How many shares were represented at Udemy’s 2025 meeting?

127,342,878 shares, equal to roughly 85.6 % of outstanding common stock.

What percentage supported the say-on-pay proposal for UDMY?

Approximately 98.5 % of votes cast were in favour of executive compensation.

Which directors were re-elected to Udemy’s board?

Sohaib Abbasi and Heather Hiles were re-elected as Class I directors until 2028.

When did the officer liability amendment become effective?

The certificate of amendment was filed and became effective on 16 June 2025.