8-K
filed May 4, 2026, 7:59 PM ET
ticker NRDY
CIK 0001819404
other
confidence high
sentiment neutral
materiality 0.15
Nerdy Inc. reports 2026 annual meeting voting results; directors elected, auditor ratified, say-on-pay approved
Nerdy Inc.
- Elected Rob Hutter and Christopher Marshall as Class II directors; each received over 123M votes for.
- Ratified PricewaterhouseCoopers LLP as independent auditor for FY2026; 155.5M for, 648k against.
- Advisory vote approved executive compensation; 124.7M for, 611k against, 9.8M abstain.
- Advisory vote selected three years as frequency of future say-on-pay votes; 93.7M for three years.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Nerdy Inc. shareholders approved Proposal 1 – Election of Directors at the 2026-04-30 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Nerdy Inc. shareholders approved Proposal 4 – Approve, on an advisory basis, the frequency of future advisory votes on executive compensation at the 2026-04-30 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Nerdy Inc. shareholders approved Proposal 2 – Ratify the Selection of Independent Registered Public Accounting Firm at the 2026-04-30 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
The results of the ratification were as follows: For Against Abstain 155,498,791 648,249 4,110,457
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Nerdy Inc. shareholders approved Proposal 3 – Approve, on an advisory basis, the compensation of our named executive officers at the 2026-04-30 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2026-04-30
Exact text from the filing
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
View on SEC.gov
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