Coursera, Inc. DEF 14A Filing

Ticker: COUR · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 1651562

Sentiment: neutral

Topics: Coursera, DEF 14A, Proxy Statement, Executive Compensation, Equity Awards

TL;DR

<b>Coursera, Inc. filed its annual DEF 14A proxy statement on March 29, 2024, detailing executive compensation and equity awards for the fiscal year ending December 31, 2023.</b>

AI Summary

Coursera, Inc. (COUR) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Coursera, Inc. filed a DEF 14A form on March 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 381 E. Evelyn Ave., Mountain View, CA 94041. The filing includes data on equity awards reported, granted, and vested for PEO and Non-PEO members across 2021, 2022, and 2023. Coursera, Inc. is incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking Coursera, Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation and equity awards, enabling informed voting decisions on related proposals. The detailed breakdown of equity awards across different categories and years allows for an analysis of compensation trends and potential dilution effects for shareholders.

Risk Assessment

Risk Level: low — Coursera, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and equity award grants to understand potential shareholder dilution and alignment of management incentives.

Key Numbers

Key Players & Entities

FAQ

When did Coursera, Inc. file this DEF 14A?

Coursera, Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Coursera, Inc. (COUR).

Where can I read the original DEF 14A filing from Coursera, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Coursera, Inc..

What are the key takeaways from Coursera, Inc.'s DEF 14A?

Coursera, Inc. filed this DEF 14A on March 29, 2024. Key takeaways: Coursera, Inc. filed a DEF 14A form on March 29, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 381 E. Evelyn Ave., Mountain View, CA 94041..

Is Coursera, Inc. a risky investment based on this filing?

Based on this DEF 14A, Coursera, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

What should investors do after reading Coursera, Inc.'s DEF 14A?

Review the executive compensation details and equity award grants to understand potential shareholder dilution and alignment of management incentives. The overall sentiment from this filing is neutral.

How does Coursera, Inc. compare to its industry peers?

Coursera operates in the online education and credentialing sector, providing a platform for higher education courses and professional certificates.

Are there regulatory concerns for Coursera, Inc.?

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

Industry Context

Coursera operates in the online education and credentialing sector, providing a platform for higher education courses and professional certificates.

Regulatory Implications

The DEF 14A filing is a regulatory requirement under the Securities Exchange Act of 1934 for companies soliciting proxies from shareholders.

What Investors Should Do

  1. Analyze the reported equity awards for PEO and Non-PEO members for 2023, 2022, and 2021.
  2. Review the details of equity awards granted, vested, and those that failed to meet vesting conditions.
  3. Note the company's principal business address and incorporation state.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine annual disclosure, and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,642 words · 19 min read · ~15 pages · Grade level 13.4 · Accepted 2024-03-28 19:49:11

Filing Documents

Executive Compensation

Executive Compensation 34 Compensation Discussion and Analysis 34 Ex ecutive Summary 34 Stockholder Engagement and our Say-on-Pay Vote 40 Compensation Philosophy and Guiding Principles 41 Compensation-Setting Process 42 Compensation Elements 46 Other Compensation Policies 52 Tax and Accounting Considerations 54 LDEIC Committee Report 55

Executive Compensation Tables

Executive Compensation Tables 56 Employment Arrangements with our Named Executive Officers 60 Potential Payments upon Termination or Change in Control 60 Nonqualified Deferred Compensation 62 CEO Pay Ratio 63 Pay Versus Performance 64 Proposal 2: Non-Binding Advisory Vote to Approve Coursera's Executive Compensation 68

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 69 Report of the Audit Committee 71 Table of Contents Proposal 3 : R atification of Appointment of Independent Registered Public Accounting Firm 72 Principal Accountant Fees and Services 72 Pre-approval Policies and Procedures 73 Other Matters 74 Delinquent Section 16(a) Reports 74 Stockholder Proposals and Business for the 202 5 Annual Meeting 74 Other Business 75 Table of Contents Proxy Statement Summary The following summarizes certain information contained in this Proxy Statement. This summary may not contain all of the information that is important to you. Stockholders are encouraged to review the full Proxy Statement as well as our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on February 22, 2024 (the "Annual Report"). The Proxy Statement and Annual Report are available at www.proxyvote.com. Annual Meeting Information Tuesday, May 21, 2024 at 11:00 a.m., PT via live webcast at www.virtualshareholdermeeting.com/COUR2024 Who can vote Holders of Coursera's common stock at the close of business on March 22, 2024 ("Record Date") Annual Meeting Proposals Board recommendation For further details Election of Jeffrey N. Maggioncalda, Susan W. Muigai, and Sabrina L. Simmons to serve as Class III directors until our 2027 annual meeting of stockholders or until their successors are duly elected and qualified FOR each director nominee Page 24 Advisory approval of the compensation of our named executive officers as disclosed in this Proxy Statement FOR Page 69 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024 FOR Page 73 YOUR VOTE IS IMPORTANT . We encourage you to read the accompanying Proxy Statement carefully and to vote your shares as soon as possible, whether or not you plan to attend the Annual Meeting. Voting ins

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement, including the Compensation Discussion and Analysis section, contains forward-looking statements, including information about future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results to be materially different than those expressed or implied in such statements. Certain of these risks, uncertainties, and other factors are included in documents we filed with the Securities and Exchange Commissions ("SEC"), including but not limited to, our Annual Report, as well as subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this Proxy Statement are made only as of the date hereof. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, we expressly disclaim any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Coursera 5 2024 Proxy Statement Table of Contents Questions and Answers About the Proxy Materials and the Annual Meeting Why am I receiving these emails? Our Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the meeting. This year's Annual Meeting will be held virtually. You are invited to attend the Annual Meeting via live audio webcast to vote electronically on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by internet or telephone. In accordance with the rules of the Securities

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