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  4. [8-K] Nerdy Inc. Reports Material Event

Nerdy (NYSE: NRDY) holders support directors, auditor and triennial pay vote

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nerdy Inc. held its 2026 annual meeting in virtual format on April 30, where stockholders elected two Class II directors, ratified the auditor, and approved executive pay proposals. Quorum was strong, with 160,257,497 of 188,821,637 common shares present, representing 85% of shares entitled to vote.

Stockholders elected Rob Hutter and Christopher (Woody) Marshall to serve as Class II directors until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. On an advisory basis, stockholders approved named executive officer compensation and chose a three-year cycle for future advisory votes on executive pay.

Positive

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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.
Shares entitled to vote 188,821,637 shares Common stock outstanding and entitled to vote as of March 3, 2026
Shares represented at meeting 160,257,497 shares Common stock present or by proxy at 2026 annual meeting (85%)
Votes for Rob Hutter 123,936,480 votes Election as Class II director
Votes for Christopher Marshall 123,637,126 votes Election as Class II director
Votes for PwC ratification 155,498,791 votes Ratification of independent registered public accounting firm for 2026
Votes for say-on-pay 124,737,717 votes Advisory approval of named executive officer compensation
Votes for 3-year say-on-pay frequency 93,663,226 votes Advisory choice of triennial frequency for future pay votes
broker non-votes financial
"Nominee | For | Withheld | 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.
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory basis financial
"approve, on an advisory basis, of the compensation of our named executive officers"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
virtual-only format technical
"The 2026 Annual Meeting of the Company was held in a virtual-only format"
An event or meeting held entirely online with no physical location, where participants join via video or web platforms much like choosing a video call instead of meeting in a conference room. For investors this matters because it changes how shareholders access information, ask questions, and cast votes—potentially increasing convenience and lowering costs but also raising concerns about technical access, participation fairness, and the transparency of interactions.
Understanding 8-K Material Events →
0001819404FALSE00018194042026-04-302026-04-30


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) April 30, 2026
___________________________________

NERDY INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-39595
(Commission
File Number)
98-1499860
(I.R.S. Employer
Identification No.)
8001 Forsyth Blvd., Suite 1050
St. Louis, MO
 63105
(address of principal executive offices)
(zip code)
(314) 412-1227
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, par value $0.0001 per share
NRDY
New York Stock Exchange

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. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of the Company was held in a virtual-only format on April 30, 2026, at 9:30 a.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s 2026 Proxy Statement filed on March 10, 2026, with the SEC. As of March 3, 2026, the record date for the 2026 Annual Meeting, the number of shares of the Company’s Class A Common Stock and Class B Common Stock (the Class A Common Stock and the Class B Common Stock together referred to as the “Common Stock”) outstanding and entitled to vote at the Annual Meeting was 188,821,637. The number of shares of Common Stock present or represented by valid proxy at the 2026 Annual Meeting was 160,257,497, representing 85% of the total number of shares of Common Stock entitled to vote at the 2026 Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the 2026 Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked (i) to elect two Class II director nominees to the Company’s Board of Directors (the “Board”), each to hold office until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, (ii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) to approve, on an advisory basis, of the compensation of our named executive officers, (iv) to approve, on an advisory basis, the frequency of future advisory votes on executive compensation.
The voting results reported below are final.
Proposal 1 – Election of Directors
Rob Hutter and Christopher (Woody) Marshall were duly elected to the Company’s Board as Class II directors to serve until the 2029 annual meeting of stockholders. The results of the election were as follows:
Nominee
For
Withheld
Broker Non-Votes
Rob Hutter
123,936,480
11,190,925
25,130,092
Christopher (Woody) Marshall
123,637,126
11,490,279
25,130,092
Proposal 2 – Ratify the Selection of Independent Registered Public Accounting Firm
The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. The results of the ratification were as follows:
For
Against
Abstain
155,498,791
648,249
4,110,457
Proposal 3 – Approve, on an advisory basis, the compensation of our named executive officers
The compensation of our named executive executive officers was approved, on an advisory basis. The results of the approval, on an advisory basis, were as follows:
For
Against
Abstain
Broker Non-Votes
124,737,717
611,401
9,778,287
25,130,092
Proposal 4 – Approve, on an advisory basis, the frequency of future advisory votes on executive compensation of our named executive officers
The approval, on an advisory basis, of three years as the frequency of future advisory votes on executive compensation of our named executive officers. The results of the approval, on an advisory basis, were as follows:
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
37,251,436
68,446
93,663,226
4,144,297
25,130,092
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

1

SIGNATURES
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.
Nerdy Inc.
(Registrant)
Date: May 4, 2026
By:
/s/ Christopher C. Swenson
Name: Christopher C. Swenson
Title:   Chief Legal Officer and Corporate Secretary


2

Source: View Original Filing on SEC EDGAR

FAQ

What did Nerdy (NRDY) stockholders vote on at the 2026 annual meeting?

Nerdy stockholders voted on electing two Class II directors, ratifying PricewaterhouseCoopers LLP as independent auditor for 2026, approving executive compensation on an advisory basis, and selecting the frequency of future advisory votes on executive pay, choosing a three-year interval.

Were Nerdy (NRDY) director nominees elected at the 2026 annual meeting?

Yes. Rob Hutter and Christopher (Woody) Marshall were elected as Class II directors to serve until the 2029 annual meeting, receiving over 123.6 million "For" votes each, with additional broker non-votes recorded that did not affect the outcome of their elections.

Did Nerdy (NRDY) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes. Stockholders ratified PricewaterhouseCoopers LLP as Nerdy’s independent registered public accounting firm for the year ending December 31, 2026, with 155,498,791 votes "For", 648,249 "Against", and 4,110,457 "Abstain" recorded on the auditor ratification proposal.

How did Nerdy (NRDY) stockholders vote on executive compensation in 2026?

Nerdy stockholders approved, on an advisory basis, compensation of the company’s named executive officers, with 124,737,717 votes "For", 611,401 "Against", 9,778,287 "Abstain", and 25,130,092 broker non-votes, indicating support for the disclosed executive pay program in this advisory vote.

What frequency for say-on-pay votes did Nerdy (NRDY) investors prefer?

On an advisory basis, investors favored holding say-on-pay votes every three years. Voting results were 93,663,226 votes for three years, 37,251,436 for one year, 68,446 for two years, 4,144,297 abstentions, and 25,130,092 broker non-votes on the frequency proposal.

What percentage of Nerdy (NRDY) shares were represented at the 2026 meeting?

At the 2026 annual meeting, 160,257,497 shares of Nerdy’s common stock were present or represented by valid proxy out of 188,821,637 shares entitled to vote as of the record date, meaning approximately 85% of eligible shares participated in the meeting.

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