---
schema_version: "secwatch.filing_event.v1"
accession: "0001258602-23-000052"
form_type: "8-K"
ticker: "NNI"
cik: "0001258602"
company_name: "NELNET INC"
filed_at: "2023-05-22T23:59:59+00:00"
generated_at: "2026-06-14T18:01:20.972337+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Nelnet shareholders OK 200k share increase in director plan, exec plan extension to 2033

## Summary
- Directors Farrell, Graff, Henning re-elected with >95% of votes cast.
- KPMG ratified as auditor for 2023 with 99.9% approval.
- Advisory vote on exec compensation passes (99.9% for); annual frequency chosen.
- Directors Stock Plan: share reserve increased from 500k to 700k; per-director cap raised to $500k.
- Executive Officers Incentive Plan extended to May 18, 2033.

## SEC filing metadata
- accession: 0001258602-23-000052
- form_type: 8-K
- ticker: NNI
- cik: 0001258602
- company_name: NELNET INC
- filed_at: 2023-05-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/nni-20230518.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001258602-23-000052
- JSON: https://secwatch.observer/filing/0001258602-23-000052.json
- Plain text: https://secwatch.observer/filing/0001258602-23-000052.txt

## Key facts
- Shareholder Votes
  NELNET INC shareholders approved Ratification of the appointment of KPMG LLP as independent registered public accounting firm for 2023 at the 2023-05-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 2: Ratification of the appointment of KPMG LLP. Our shareholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- Shareholder Votes
  NELNET INC shareholders approved Election of three Class III directors at the 2023-05-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 1: Election of Directors. Our shareholders elected the following three Class III directors to hold office until the 2026 annual meeting of shareholders and until their successors have been duly elected or appointed.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- Shareholder Votes
  NELNET INC shareholders approved Approval of amended and restated Directors Stock Compensation Plan at the 2023-05-18 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 5: Approval of an amended and restated Directors Stock Compensation Plan. Our shareholders approved amendments to and a restatement of the Directors Stock Compensation Plan
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- Shareholder Votes
  NELNET INC shareholders approved Advisory vote on frequency of future advisory votes on executive compensation at the 2023-05-18 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 4: Advisory vote on the frequency of future advisory votes on executive compensation. Our shareholders approved, by an advisory vote, an annual advisory vote on the compensation of our named executive officers (as opposed to an advisory vote every two years or every three years).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- Shareholder Votes
  NELNET INC shareholders approved Advisory vote on executive compensation at the 2023-05-18 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 3: Advisory vote on executive compensation. Our shareholders approved, by an advisory vote, the compensation of our named executive officers as disclosed in the proxy statement for the annual meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm
- Shareholder Votes
  NELNET INC shareholders approved Approval of amended and restated Executive Officers Incentive Compensation Plan at the 2023-05-18 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: Proposal 6: Approval of an amended and restated Executive Officers Incentive Compensation Plan. Our shareholders approved amendments to and a restatement of the Executive Officers Incentive Compensation Plan to extend the expiration date from January 1, 2024 to May 18, 2033.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1258602/000125860223000052/0001258602-23-000052-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.