Udemy, Inc. Announces 2024 Annual Meeting of Stockholders

Ticker: UDMY · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 1607939

Udemy, Inc. DEF 14A Filing Summary
FieldDetail
CompanyUdemy, Inc. (UDMY)
Form TypeDEF 14A
Filed DateApr 11, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy statement, annual meeting, stockholders, director nominees, executive compensation

TL;DR

<b>Udemy, Inc. is holding its 2024 Annual Meeting of Stockholders on June 3, 2024, to vote on director nominees, executive compensation, and auditor ratification.</b>

AI Summary

Udemy, Inc. (UDMY) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. The 2024 Annual Meeting of Stockholders for Udemy, Inc. will be held on June 3, 2024, at 9:00 a.m. Pacific Time. Stockholders of record as of April 5, 2024, are entitled to vote. Key voting items include the election of two Class III director nominees, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor. The meeting will be conducted virtually at www.virtualshareholdermeeting.com/UDMY2024. Proxy materials are available online, and voting can be done via internet, telephone, or mail by June 2, 2024.

Why It Matters

For investors and stakeholders tracking Udemy, Inc., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating that Udemy is formally soliciting shareholder votes for its upcoming annual meeting. The meeting agenda includes critical governance matters such as director elections and executive compensation, which directly impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: low — Udemy, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

Analyst Insight

Stockholders should review the proxy statement to make informed voting decisions on director nominees and executive compensation.

Key Numbers

  • 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
  • June 3 — Meeting Date (Monday, June 3, 2024 at 9:00 a.m. Pacific Time)
  • April 5 — Record Date (Holders of record of our common stock at the close of business on April 5, 2024)
  • 2 — Director Nominees (Election of two Class III director nominees)
  • 2027 — Director Term End (to serve until the 2027 annual meeting of stockholders)

Key Players & Entities

  • Udemy, Inc. (company) — Registrant name
  • Deloitte & Touche LLP (company) — Independent registered public accounting firm
  • June 3, 2024 (date) — Date of Annual Meeting
  • April 5, 2024 (date) — Record Date for voting eligibility
  • June 2, 2024 (date) — Deadline for proxy voting

FAQ

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

Udemy, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 11, 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 Udemy, Inc. (UDMY).

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

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

Udemy, Inc. filed this DEF 14A on April 11, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Udemy, Inc. will be held on June 3, 2024, at 9:00 a.m. Pacific Time.. Stockholders of record as of April 5, 2024, are entitled to vote.. Key voting items include the election of two Class III director nominees, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as the independent auditor..

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

Based on this DEF 14A, Udemy, Inc. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic shifts that would indicate high risk.

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

Stockholders should review the proxy statement to make informed voting decisions on director nominees and executive compensation. The overall sentiment from this filing is neutral.

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

Udemy operates in the educational services industry, providing online learning platforms.

Are there regulatory concerns for Udemy, Inc.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

Risk Factors

  • Proxy Statement Filing [low — regulatory]: The filing is a definitive proxy statement (DEF 14A) required by the SEC for soliciting shareholder votes.

Industry Context

Udemy operates in the educational services industry, providing online learning platforms.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, governing proxy solicitations.

What Investors Should Do

  1. Review the list of director nominees and their qualifications.
  2. Evaluate the company's advisory vote on executive compensation.
  3. Confirm the ratification of Deloitte & Touche LLP as the independent auditor.

Key Dates

  • 2024-06-03T00:00:00.000Z: Annual Meeting of Stockholders — Voting on key corporate matters
  • 2024-04-05T00:00:00.000Z: Record Date — Determines eligibility to vote at the annual meeting
  • 2024-06-02T23:59:00.000Z: Proxy Voting Deadline — Last day to submit votes by internet, telephone, or mail

Year-Over-Year Comparison

This is a definitive proxy statement (DEF 14A) for the 2024 annual meeting, following the typical schedule for such filings.

Filing Stats: 4,487 words · 18 min read · ~15 pages · Grade level 14 · Accepted 2024-04-11 16:12:58

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights Our compensation programs continue to evolve as we develop our pay for performance philosophy. In 2023, we modified our annual incentive bonus plan ("Short-Term Incentive Plan") to increase the portion of executive bonuses that is based on Company performance from 75% to 100%. In addition, we adopted performance-based restricted stock units for our executive officers in 2023, applying performance criteria to long-term incentive compensation for the first time. Compensation Framework The following table summarizes the compensation elements provided for our named executive officers in 2023 Element Purpose Metrics Base Salary Fixed annual market-competitive cash compensation to attract and retain executives Established after review of base salaries of executives of companies in our peer group and the performance of each executive officer Short-Term Incentive Plan Performance-based variable pay that delivers cash incentives when executives meet or exceed key financial targets 100% Company Performance (revenue, adjusted EBITDA margin) Long-Term Incentive (LTI) Equity Compensation Service-based and performance-based equity compensation to reward executives for creating long-term stockholder value and to provide a retentive hold 50% Time-based Restricted Stock Units (RSUs) 50% Performance-based Restricted Stock Units (PSUs) (based on achievement of annual recurring revenue (ARR) in our Udemy Business segment) iv Strong Compensation Governance STOCKHOLDER FRIENDLY PRACTICES WE EMPLOY STOCKHOLDER UNFRIENDLY PRACTICES WE AVOID Pay for performance with objective financial metrics tied to our success and delivery of stockholder value Excise tax gross-ups for change in control payments Incentive Compensation Clawback Policy Hedging of Company stock "Double Trigger" change in control equity vesting Pledging of Company stock Stock Ownership Guidelines "Single Trigger" change in control equity vesting Independent comp

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 47 Director Compensation 15 Stock Ownership Guidelines for Directors and Executive Officers 47 2023 Director Compensation 15 Delinquent Section 16(a) Reports 48 Directors' Outstanding Equity Awards at 2023 Fiscal-Year End 16 Proposal No. 3 Ratification of Appointment of Deloitte Touche LLP as our Independent Registered Public Accounting Firm for 2024 49 Proposal No. 2 Stockholder Advisory Vote to Approve the Compensation of the Company's Named Executive Officers 17 2023 and 2022 Audit Fees 49 Compensation Discussion and Analysis 19 Audit Committee Report 51 Executive Summary 19 Other Matters 52 Compensation Governance 24 Note Unless otherwise indicated in the text, any reference to a year is intended to refer to the Company's fiscal year of the same date as described in the Company's 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 26, 2024 (our Annual Report). Proposal No. 1 Election of Directors Our Board currently consists of seven directors, six of whom are independent under the listing standards of The Nasdaq Stock Market LLC (Nasdaq). Our Board is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. At the 2024 annual meeting of stockholders (the Annual Meeting), you will vote to elect as directors the two nominees listed below to serve until our 2027 annual meeting of stockholders or until their respective successors are duly elected and qualified. Our Board has nominated Eren Bali and Lydia Paterson for election as directors. Each of the nominees is a current member of our Board, has consented to being named in this Proxy Statement as a nominee, and has agreed to serve as a director if elected. None of the nominees has any family relationship with

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