Coursera Inc.

01/14/2022 | Press release | Distributed by Public on 01/14/2022 16:30

Current Report (Form 8-K)







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 14, 2022


(Exact name of Registrant as Specified in Its Charter)

Delaware 001-40275 45-3560292

(State or Other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)

381 E. Evelyn Ave.

Mountain View, California

(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-Kfiling 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-12under the Exchange Act (17 CFR 240.14a-12)

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

Pre-commencementcommunications 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



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-2of the Securities Exchange Act of 1934 (§ 240.12b-2of 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 5.08

Shareholder Director Nominations.

To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-Kis incorporated by reference into this Item 5.08.

Item 8.01

Other Events.

Coursera, Inc. (the "Company") has established May 12, 2022 as the date for its 2022 Annual Meeting of Stockholders (the "2022 Annual Meeting").

Since the Company did not hold an annual meeting of stockholders the previous year, stockholders of the Company who wish to have a director nomination or proposal regarding any other matter of business considered for inclusion in the Company's proxy materials for the Annual Meeting pursuant to Rule 14a-8under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or pursuant to the Amended and Restated Bylaws of the Company (the "Bylaws") must submit such nomination or proposal to the Company's Secretary at Coursera, Inc., 381 E. Evelyn Ave., Mountain View, CA 94041 on or before the close of business on February 11, 2022, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials.

In addition to complying with the February 11, 2022 deadline, stockholder director nominations and proposals intended to be considered for inclusion in the Company's proxy materials for the 2022 Annual Meeting must also comply with all applicable Securities and Exchange Commission rules, including Rule 14a-8,Delaware corporate law, and the Bylaws in order to be eligible for inclusion in the proxy materials for the 2022 Annual Meeting.


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.

Date: January 14, 2022 By:

/s/ Kenneth R. Hahn

Kenneth R. Hahn
Senior Vice President, Chief Financial Officer, and Treasurer