MarketWise adopts annual say-on-pay vote schedule

MarketWise, Inc. filed an amendment detailing the outcome of its 2026 advisory vote on the frequency of stockholder “say-on-pay” votes and the resulting board decision.

Rhea-AI Filing Summary

MarketWise, Inc. filed an amendment detailing the outcome of its 2026 advisory vote on the frequency of stockholder “say-on-pay” votes and the resulting board decision. At the 2026 Annual Meeting, stockholders cast 7,615,818 shares in favor of holding say‑on‑pay votes every one year, 99,163 for every two years, and 5,879,057 for every three years, with 29,690 abstentions and 1,040,623 broker non‑votes. Based on these results, the board has determined that say‑on‑pay votes will be held on an annual basis until the next required advisory vote on frequency, which the company expects to hold at its 2032 Annual Meeting of Stockholders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for one-year say-on-pay frequency: 7,615,818 shares Votes for two-year say-on-pay frequency: 99,163 shares Votes for three-year say-on-pay frequency: 5,879,057 shares +2 more

5 metrics

Votes for one-year say-on-pay frequency 7,615,818 shares Non-binding advisory vote at the 2026 Annual Meeting of Stockholders

Votes for two-year say-on-pay frequency 99,163 shares Non-binding advisory vote at the 2026 Annual Meeting of Stockholders

Votes for three-year say-on-pay frequency 5,879,057 shares Non-binding advisory vote at the 2026 Annual Meeting of Stockholders

Abstentions on say-on-pay frequency 29,690 shares Non-binding advisory vote at the 2026 Annual Meeting of Stockholders

Broker non-votes on say-on-pay frequency 1,040,623 shares Non-binding advisory vote at the 2026 Annual Meeting of Stockholders

Key Terms

say-on-pay, broker non-votes, non-binding advisory vote

3 terms

say-on-pay financial

"the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers (i.e. “say on pay” votes)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

broker non-votes financial

"29,690 shares abstained, and there were 1,040,623 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory vote financial

"in a non-binding advisory vote on the frequency of future say-on-pay votes"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What say-on-pay vote frequency did MarketWise (MKTW) select after the 2026 meeting?

MarketWise’s board chose an annual say-on-pay vote frequency. This decision follows the 2026 Annual Meeting, where a plurality of shares supported one-year advisory votes on executive compensation.

How did MarketWise (MKTW) shareholders vote on say-on-pay frequency in 2026?

Shareholders cast 7,615,818 shares for one year, 99,163 for two years, 5,879,057 for three years, with 29,690 abstentions and 1,040,623 broker non-votes at the 2026 Annual Meeting.

When will MarketWise (MKTW) next hold a vote on say-on-pay frequency?

MarketWise expects the next advisory vote on say-on-pay frequency at its 2032 Annual Meeting. This timing reflects the requirement to hold such frequency votes at least every six years.

Is MarketWise’s (MKTW) say-on-pay frequency vote binding on the board?

The say-on-pay frequency vote is non-binding. However, MarketWise’s board determined to follow the stockholder preference by adopting annual say-on-pay votes until the next frequency vote.

What does the MarketWise (MKTW) 8-K/A amendment change from the original filing?

The amendment only adds the board’s decision to hold annual say-on-pay votes. All other information from the earlier report on the 2026 Annual Meeting remains unchanged.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 05:04 PM Accepted by SEC EDGAR 08/12/2026 - 05:04 PM Learn about SEC filing dates

0001805651FalseJune 4, 202600018056512026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

MarketWise, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-39405						87-1767914
(State or other jurisdiction of incorporation)			(Commission File Number)						(I.R.S. Employer Identification No.)
1125 N. Charles St.
Baltimore,			Maryland						21201
(Address of principal executive offices, including zip code)

(888) 261-2693

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.0001 par value per share

MKTW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by MarketWise, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on June 8, 2026 (the “Original Form 8-K”). The Original Form 8-K was filed to report the results of the Company’s 2026 Annual Meeting of Stockholders held on June 4, 2026 (the “2026 Annual Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers (i.e. “say on pay” votes). Except as set forth herein, no other changes have been made to the Original Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

(d) As previously disclosed in the Original Form 8-K, in a non-binding advisory vote on the frequency of future say-on-pay votes held at the 2026 Annual Meeting, 7,615,818 shares voted for one year, 99,163 shares voted for two years, 5,879,057 shares voted for three years, 29,690 shares abstained, and there were 1,040,623 broker non-votes. In light of this result, the Board has determined that the Company will hold future say-on-pay votes on an annual basis until the next advisory vote on the frequency of say-on-pay votes, which the Company expects to hold at its 2032 Annual Meeting of Stockholders, based on the requirement that such votes take place at least every six years.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MarketWise, Inc.
Date: August 12, 2026			By:			/s/ Scott Forney
			Name:			Scott Forney
			Title:			General Counsel

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3 documents

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