Here are the DEF 14A proxy statements from Nerdy Inc. (NRDY) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow NRDY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NRDY filings page.
Nerdy Inc. is calling a virtual-only special stockholder meeting on August 13, 2026, at 9:30 a.m. Eastern Time to vote on a single proposal. Stockholders are asked to approve amendments to the Certificate of Incorporation authorizing the Board to implement a reverse stock split of all Class A and Class B common stock at a ratio between 1-for-5 and 1-for-15, at the Board’s discretion, any time up to December 31, 2026.
The reverse split is intended primarily to help Nerdy regain compliance with the New York Stock Exchange’s $1.00 minimum bid price rule after receiving a noncompliance notice on March 5, 2026. The six‑month cure period runs until September 5, 2026; failure to cure could lead to delisting, which the company notes could reduce liquidity, limit access to capital and move trading to less efficient markets.
The split would proportionately reduce outstanding and reserved shares but would not change each holder’s percentage ownership, voting rights or total authorized shares, other than cashing out fractional shares. As of late June/early July 2026, Nerdy had 127,041,917 Class A and 63,730,417 Class B shares outstanding, and the Class A closing price on June 30, 2026 was $0.92. The Board may also choose to abandon the reverse split even if stockholders approve it.
Nerdy Inc. has called a virtual-only 2026 annual stockholder meeting for April 30, 2026, at 9:30 a.m. Eastern Time. Holders of 188,821,637 shares of Class A and Class B common stock as of March 3, 2026 can vote online, by phone, mail, or during the meeting.
Stockholders will vote on electing two Class II directors (Rob Hutter and Christopher “Woody” Marshall) to terms ending in 2029, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving on an advisory basis executive compensation, and choosing how often to hold future Say‑on‑Pay votes. The board recommends voting for all proposals and favors an annual Say‑on‑Pay vote.
The proxy describes Nerdy’s board structure, independence, and committees, outlines non‑employee director retainers and annual equity awards, and details executive pay. CEO Charles Cohn receives a $1 salary and previously granted performance-based equity that vests only if ambitious multi‑year stock price hurdles are met, aligning his rewards with long‑term stockholder value.