Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 10, 2021, James Kenigsberg resigned from his position as Chief Technology Officer of 2U, Inc. (the “Company”) to pursue other professional opportunities. Mr. Kenigsberg’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with his resignation, Mr. Kenigsberg and the Company have entered into a Separation, Consulting and Release Agreement, effective as of November 10, 2021 (the “Consulting Agreement”), pursuant to which Mr. Kenigsberg will remain an employee through January 2, 2022, and thereafter shall serve as a consultant providing advisory and transition services to the Company until January 2, 2024 (such 24-month period, the “Consulting Period”). Pursuant to the Consulting Agreement, as compensation for these consulting services, the Company has agreed pay Mr. Kenigsberg a consulting fee of $60,000 per 12-month period and a one-time payment of $50,000 following the successful completion of the Consulting Period.
The Company currently expects that J.P. Beaudry, the Chief Technology Officer of edX Inc. (“edX”), will succeed Mr. Kenigsberg as the Company’s Chief Technology Officer, effective upon the closing of the Company’s acquisition of Circuit Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of edX. The description of the Consulting Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein to this Item 5.02.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements regarding the intent, belief or current expectations of the Company’s successor chief technology officer and an assumption that the edX acquisition will close. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Important risk factors regarding the Company may be found under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent quarterly reports on Forms 10-Q, and are incorporated herein by reference. Furthermore, the Company undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
