2U 2022 annual meeting is on June 8, 2022, at noon Pacific. It is a virtual-only meeting on the Broadridge platform. Of course, I recommend voting in advance, especially since many companies cut off voting as soon as proposals have been presented. To enhance corporate governance and long-term value, vote Against Coretha Rushing and Pay. Vote FOR #5 & #6 to declassify the Board and require a majority vote for unopposed directors.
2U, Inc. operates as an education technology company in the United States and internationally. The company operates through two segments, Degree Program and Alternative Credential. Below, is how I voted and why in a much shorter format than I’ve used in prior years.
2U 2022: ISS Rating
From the Yahoo Finance profile page: 2U, Inc.’s ISS Governance QualityScore as of May 1, 2022, is 7. The pillar scores are Audit: 3; Board: 8; Shareholder Rights: 8; Compensation: 7.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
2U 2022: CorpGov Recommendations
The following table compares the votes of Calvert and CorpGov.net.
2U 2022: Proxy Voting Notes
2U 2022: #6 Require a Majority Vote for the Election of Directors
Calvert voted For; I just can’t seem to get that into the table.
Proposal #6 was submitted by me (James McRitchie), so of course, I voted in favor of this proposal, which 91% of S&P 500 companies have adopted. In 2018 a similar proposal was submitted by CalPERS. Our Board opposed, the proposal writing because they did not want to risk a “failed election” where a vacancy is possible:
The Company may face legal uncertainty as to satisfying certain Nasdaq listing requirements or other corporate governance regulations, such as those relating to the independence of directors, committee composition or the maintenance of an audit committee financial expert.
Of course, such as event would be unlikely. However, if it happens, the Board can quickly fill the vacancy with an appointment. Wisely, this year the Board has decided not to oppose the proposal and to make no voting recommendation to stockholders.
If a director cannot get elected by a majority vote when running unopposed, something is obviously wrong. In my experience, most Boards simply agreed to implement the proposal without putting my proposal on the proxy.
Please vote For proposal #6. Zombies should have no place on our Board.
2U 2022: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- No requirement to separate the CEO and Chair
- Classified Board
- Shareholders cannot take action by written consent or call a special meeting
- Supermajority requirements to change bylaws
- Proxy access is nonexistent
2U 2023: Mark Your Calendar
Any proposals that our stockholders wish to have included in our proxy statement and form of proxy for the 2023 annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than the close of business on December 22, 2022 and must otherwise comply with the requirements of Rule 14a-8.