Page
2017 Option Exercises and Stock Vested			43
Pension Benefits			2021 Proxy Statement						43
Nonqualified Deferred Compensation			43
Potential Payments Upon Termination of Employment and in Connection with Change of Control Arrangements			44
Securities Authorized for Issuance Under Equity Compensation Plans			45
Limitations on Liability and Indemnification			45
PROPOSAL FOUR—STOCKHOLDER PROPOSAL FOR A DIRECTOR ELECTION MAJORITY VOTE STANDARD			47
Supporting Statement			47
Company Opposing Statement			48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			49
Section 16(a) Beneficial Ownership Reporting Compliance			52
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PARTIES			53
TRANSACTIONS WITH RELATED PARTIES			53
Related Person Transaction Policy			53
Certain Related Person Transactions			54
INCORPORATION BY REFERENCE			55
OTHER MATTERS			55
IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS			55
ANNUAL REPORT			56	5

ii

Director Nominee			Director Since			Independence			Committee Membership
Paul A. Maeder, 67 General Partner, Highland Capital Partners			2010						Audit Committee
Christopher J. Paucek, 50 Co-Founder and Chief Executive Officer, 2U, Inc.			2012			—			None
Gregory K. Peters, 50 Chief Operating Officer and Chief Product Officer, Netflix, Inc.			2018						Audit Committee
Robert M. Stavis, 58 Partner, Bessemer Venture Partners			2011						Audit Committee

GENDER DIVERSITY

RACIAL / ETHNIC DIVERSITY

INDEPENDENCE

AGE

TENURE

			2021 Proxy Statement			7

All directors with the exception of Mr. Paucek, our Chief Executive Officer, are independent    We have separate Chair and Chief Executive Officer roles    All directors attended greater than 75% of Board meetings held during 2020    At least annually, the Board and its Committees conduct a self-evaluation to determine whether they are functioning effectively    Directors have full and free access to management and, as necessary, appropriate independent advisors			We have three standing Board Committees, all of which are comprised solely of independent directors    We have a diverse Board in terms of gender, race and ethnicity, experience and skills    We have a limit on outside directorships    We have regular executive sessions of independent directors    We perform an annual review of director compensation against peers

			2021 Proxy Statement			9

What we do.						Emphasize Pay-for-Performance
						Annual “Say-on-Pay” Vote
						Compensation Recovery (“Clawback”) Policy
						Independent Compensation Consultant
						Use Double-Trigger Change in Control Provisions
						Annual Executive Compensation Review
						Avoid Undue Risk-Taking
						NEO and Director Stock Ownership Guidelines
						Limited Perquisites

What we don’t do.						No Hedging or Pledging
						No Excise Tax Gross-Ups
						No Special Welfare or Health Benefits
						No Guaranteed Compensation Increases
						No Guaranteed Bonuses

			2021 Proxy Statement			11

Proposal one

Election of directors

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the Board is “classified,” which means that it is divided into three classes of directors based on the expiration of their terms. Under the classified board arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected, and the terms are “staggered” so that the terms of approximately one-third of the directors expire each year. We believe having a staggered Board divided by classes provides stability and continuity on our Board. The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated the following Class I directors to hold office until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal:

PAUL A. MAEDER

CHRISTOPHER J. PAUCEK

GREGORY K. PETERS

ROBERT M. STAVIS

All nominees currently serve as Class I directors of the Company. Each nominee has consented to serve as a director if elected at the Meeting. Should a nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares that such proxy represents for the election of such other person as the Board may nominate. We have no reason to believe that any of the nominees will be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF THE FOUR CLASS I DIRECTOR NOMINEES.

Director Name			Age			Class and Position			Term Expires			Other Public Company Board Service
Paul A. Maeder			67			Class I Director and Chair of the Board			2021			—
Christopher J. Paucek			50			Class I Director			2021			—
Gregory K. Peters			50			Class I Director			2021			1
Robert M. Stavis			58			Class I Director			2021			—
Timothy M. Haley			66			Class II Director			2022			2
Valerie B. Jarrett			64			Class II Director			2022			3
Earl Lewis			65			Class II Director			2022			—
Coretha M. Rushing			65			Class II Director			2022			1
Sallie L. Krawcheck			56			Class III Director			2023			—
John M. Larson			69			Class III Director			2023			—
Edward S. Macias			77			Class III Director			2023			—
Alexis Maybank			46			Class III Director			2023			—

Director Nominees

GENDER DIVERSITY

RACIAL / ETHNIC DIVERSITY

AGE

TENURE

INDEPENDENCE

			2021 Proxy Statement			13

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How can I vote my shares in person at the Meeting?

        Shares held directly in your name as the stockholder of record may be voted in person at the Meeting.

        SHARES HELD BENEFICIALLY IN STREET NAME MAY BE VOTED IN PERSON BY YOU ONLY IF YOU OBTAIN A SIGNED PROXY FROM THE RECORD HOLDER GIVING YOU THE RIGHT TO VOTE THE SHARES.

        EVEN IF YOU CURRENTLY PLAN TO ATTEND THE MEETING, WE RECOMMEND THAT YOU ALSO SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR VOTE WILL BE COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE MEETING.

How can I vote my shares without attending the Meeting?

        Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker, bank or nominee.

        Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee.

        BY MAIL—You may vote by mail by marking, signing and dating your proxy card or, for shares held in street name, the voting instruction card included by your broker, bank or nominee and mailing it in the accompanying enclosed, pre-addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If the pre-addressed envelope is missing, please mail your completed proxy card to American Stock Transfer & Trust Company, LLC at 62011 5th Avenue, Brooklyn, NY 11219, Attn: AST Mail Services.

        BY INTERNET OR TELEPHONE—If you hold shares through a broker or other nominee in street name, you may be able to vote by the Internet or telephone as permitted by your broker or nominee. The availability of Internet and telephone voting for beneficial owners will depend on the voting process of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions you receive.

        If you cast your vote in any of the ways set forth above, your shares will be voted in accordance with your voting instructions, unless you validly revoke your proxy. If you are a stockholder of record and you sign and return your proxy card but you do not specify how you want to vote your shares, we will vote them "FOR" the election of each of the four Class I directors listed in Proposal One, "FOR" Proposal Two, "FOR" Proposal Three and "AGAINST" Proposal Four. We do not currently anticipate that any other matters will be presented for action at the Meeting. If any other matters are properly presented for action, the persons named on your proxy will vote your shares on these other matters in their discretion, under the discretionary authority you have granted to them in your proxy.

        If you own shares in street name through a broker, bank or nominee and you do not provide instructions to your broker, bank or nominee on how to vote your shares, your broker, bank or nominee has discretion to vote these shares on certain "routine" matters, including the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. However, on non-routine matters, such as the election of directors and the approval, on a non-binding advisory basis, of the compensation of the Company's Named Executive Officers, your broker must receive voting instructions from you because it does not have discretionary voting power for these proposals.Therefore, it is important that you provide voting instructions to your broker, bank or other nominee. So long as the broker has discretion to vote on at least one proposal, these "broker non-votes" are counted toward establishing a quorum.

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Can I change my vote after I submit my proxy or voting instructions?

        Yes. If you hold shares directly as the stockholder of record, even after you have submitted your proxy, you may change your vote at any time prior to the close of voting at the Meeting by:

•

filing with our Corporate Secretary at 7900 Harkins Road, Lanham, Maryland 20706 a signed, original written notice of revocation dated later than the proxy you submitted;



•

submitting a duly executed proxy bearing a later date; or



•

attending the Meeting and voting in person.

        In order to revoke your proxy, prior to the Meeting, we must receive an original notice of revocation of your proxy at the address above sent by U.S. mail or overnight courier. If you grant a proxy, you are not prevented from attending the Meeting and voting in person. However, your attendance at the Meeting will not by itself revoke a proxy that you have previously granted; you must vote in person at the Meeting to revoke your proxy.

        If your shares are held in a stock brokerage account or by a bank or other nominee, you may revoke your voting instructions by following the instructions provided by your broker, bank or nominee.

        All shares that have been properly voted and not revoked will be voted at the Meeting.

Is there a list of stockholders entitled to vote at the Meeting?

        A complete list of stockholders entitled to vote at the Meeting will be available for examination by the Company's stockholders for any purpose germane to the Meeting, during regular business hours, for a period of ten days prior to the Meeting, at the Company's principal place of business and at the Meeting.

What constitutes a quorum to transact business at the Meeting?

        Before any business may be transacted at the Meeting, a quorum must be present. The presence at the Meeting, in person or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote will constitute a quorum. At the close of business on the record date, 53,316,098 shares were issued and outstanding. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the Meeting for purposes of a quorum.

What is the recommendation of the Board of Directors?

        Our Board recommends a vote "FOR" the election of each of the four Class I directors, nominated by the Board, to serve on the Board until the Company's 2021 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal; "FOR" the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2018 fiscal year; "FOR" the approval, on a non-binding advisory basis, of the compensation of the Company's Named Executive Officers and "AGAINST" the stockholder proposal regarding a director election majority vote standard.

What vote is required to approve each item?

        Directors named in Proposal One are elected by a plurality of the votes cast at the Meeting, and the director nominees who receive the greatest number of votes at the Meeting (up to the number of directors to be elected) will be elected. You may vote "FOR" or "WITHHELD" with respect to election of directors. Shares will be voted, if authority to do so is not withheld, for election of each of the Board's nominees named in Proposal One. Only votes "FOR" or "WITHHELD" are counted in

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determining whether a plurality has been cast in favor of a director. Broker non-votes will not affect the outcome of the vote on the election of directors.

        The affirmative vote of at least a majority of the shares present, in person or by proxy, at the Meeting and entitled to vote on Proposal Two will be required to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2018 fiscal year. You may vote "FOR," "AGAINST," or "ABSTAIN" with respect to Proposal Two. Abstentions will have the same effect as votes "AGAINST" Proposal Two. Broker non-votes are not expected on this routine proposal.

        The affirmative vote of at least a majority of the shares present, in person or by proxy, at the Meeting and entitled to vote on Proposal Three will be required to approve the compensation of our Named Executive Officers. You may vote "FOR," "AGAINST," or "ABSTAIN" with respect to Proposal Three. Abstentions will have the same effect as votes "AGAINST" Proposal Three. Broker non-votes will not affect the outcome of the vote on Proposal Three.

        The affirmative vote of at least a majority of the shares present, in person or by proxy, at the Meeting and entitled to vote on Proposal Four will be required to approve the stockholder proposal regarding a director election majority vote standard. You may vote "FOR," "AGAINST," or "ABSTAIN" with respect to Proposal Four. Abstentions will have the same effect as votes "AGAINST" Proposal Four. Broker non-votes will not affect the outcome of the vote on Proposal Four.

        As noted above, a "broker non-vote" occurs when a broker, bank or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner, your broker, bank or other holder of record is permitted to vote your shares on "routine" matters even if the record holder does not receive voting instructions from you. Absent instructions from you, the record holder may not vote on any "non-routine" matter, including the election of directors and the approval, on a non-binding advisory basis, of the compensation of the Company's Named Executive Officers. Without your voting instructions, a broker non-vote will occur.

What does it mean if I receive more than one proxy or voting instruction card?

        It means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy and voting instruction cards you receive.

Where can I find the voting results of the Meeting?

        We will announce preliminary voting results at the Meeting and will publicly disclose results in a Current Report on Form 8-K within four business days after the date of the Meeting.

Who will count the votes?

        A representative of American Stock Transfer & Trust Company, our transfer agent, will both tabulate the votes and serve as the inspector of election.

Who will pay for the cost of this proxy solicitation?

        We are making this solicitation and will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities. We will request banks, brokers, nominees, custodians and other fiduciaries who

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hold shares in street name to forward these proxy solicitation materials to the beneficial owners of those shares, and we will reimburse them the reasonable out-of-pocket expenses they incur in doing so.

How can I access the Company's proxy materials and annual report electronically?

        A copy of our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, is being mailed concurrently with this proxy statement to all stockholders entitled to notice of and to vote at the Meeting. These proxy materials are available without charge on the Company's website athttp://investor.2u.com/. References to our website in this proxy statement are not intended to function as hyperlinks, and the information contained on our website is not intended to be incorporated into this proxy statement. These proxy materials are also available in print to stockholders without charge and upon request, addressed to 2U, Inc., 7900 Harkins Road, Lanham, Maryland 20706, Attention: Corporate Secretary. You are encouraged to access and review all of the important information contained in the proxy materials before voting.

When are stockholder proposals and director nominations due for next year's annual meeting of stockholders?

        Any proposals that our stockholders wish to have included in our proxy statement and form of proxy for the 2019 annual meeting of stockholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") must be received by us no later than the close of business on December 31, 2018 and must otherwise comply with the requirements of Rule 14a-8.

        For proposals or nominations outside of Rule 14a-8, the Company's amended and restated bylaws (the "Bylaws") provide that, in order for a stockholder to nominate a director or bring a proposal before the stockholders at an annual meeting of the Company other than matters set forth in the Notice of Meeting, such stockholder must have delivered timely prior written notice to the Secretary of the Company at the principal executive offices of the Company not later than the close of business on March 28, 2019 nor earlier than the close of business on February 26, 2019. In the event that the date of the annual meeting is advanced more than 25 days prior to or delayed by more than 25 days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so received not earlier than the close of business on the 120^th day prior to such annual meeting and not later than the close of business on the later of the 90^th day prior to such annual meeting or the tenth day following the day on which the public announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting for which notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder's notice as described above. Stockholders are also advised to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. A copy of the Bylaws can be obtained without charge by written request to the Corporate Secretary, 7900 Harkins Road, Lanham, Maryland 20706 and is available without charge on the Company's website athttp://investor.2u.com/.

        Any proposals or notices should be sent to:

2U, INC.
7900 HARKINS ROAD
LANHAM, MARYLAND 20706
ATTENTION: CORPORATE SECRETARY

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS PROXY STATEMENT SHALL UNDER NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROXY STATEMENT.

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PROPOSAL ONE—
ELECTION OF DIRECTORS

        There are currently twelve members of our Board. Pursuant to the Company's Amended and Restated Certificate of Incorporation, the Board is "classified," which means that it is divided into three classes of directors based on the expiration of their terms. Under the classified board arrangement, directors are elected to terms that expire on the annual meeting date three years following the annual meeting at which they were elected, and the terms are "staggered" so that the terms of approximately one-third of the directors expire each year. At the Meeting, our stockholders will elect four directors to hold office until the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal. Accordingly, this Proposal One seeks the election of four directors, Paul A. Maeder, Robert M. Stavis, Christopher J. Paucek and Gregory K. Peters, as Class I directors whose terms would expire in 2021.

        Paul A. Maeder, Robert M. Stavis, Christopher J. Paucek and Gregory K. Peters currently serve as Class I directors of the Company. The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated Paul A. Maeder, Robert M. Stavis, Christopher J. Paucek and Gregory K. Peters to serve again as Class I directors until the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until their earlier death, resignation or removal. Each nominee has consented to serve as a director if elected at the Meeting. Should a nominee become unavailable to accept election as a director, the persons named in the enclosed proxy will vote the shares that such proxy represents for the election of such other person as the Board may nominate. We have no reason to believe that any of the nominees will be unable to serve.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE ELECTION OF EACH OF
THE FOUR CLASS I DIRECTOR NOMINEES.

        Set forth below is certain information concerning each nominee for election as a director at the Meeting and each director with terms expiring at the 2019 or 2020 annual meetings of stockholders. Each of our directors brings to our Board a wealth of varied experience derived from serviceserving as executives, financial experts, subject matter experts, board members and/or industry leaders. They also all bring extensiveWe have worked hard to ensure diversity of backgrounds and perspectives in the board experience. Specific individual qualifications and skills of eachroom, which we believe enhances oversight of our directors that contribute to the Board's effectiveness as a whole are described in the following paragraphs. For more information on the criteria used in nominating directors, see "Board of Directorsbusiness strategy and Committees—Nomination of Directors" below.