Nerdy Inc. 8-K

What Happened

• Nerdy Inc. (NRDY) filed an 8-K on May 4, 2026 reporting results of its virtual 2026 Annual Meeting held April 30, 2026 (record date March 3, 2026). A total of 160,257,497 shares were present or represented by valid proxy (85% of 188,821,637 outstanding shares entitled to vote).
• Stockholders elected Rob Hutter and Christopher (Woody) Marshall as Class II directors to serve until the 2029 annual meeting. The selection of PricewaterhouseCoopers LLP (PwC) as the independent registered public accounting firm for 2026 was ratified. Advisory votes to approve the named executive officers’ compensation and to set the frequency of future advisory compensation votes were also decided.

Key Details

• Shares outstanding and voting: 188,821,637 total shares; 160,257,497 shares (85%) present or by proxy.
• Director elections: Rob Hutter — For: 123,936,480; Withheld: 11,190,925; Broker non-votes: 25,130,092. Christopher (Woody) Marshall — For: 123,637,126; Withheld: 11,490,279; Broker non-votes: 25,130,092.
• Auditor ratification: PwC ratified — For: 155,498,791; Against: 648,249; Abstain: 4,110,457.
• Executive compensation (advisory): “Say-on-pay” approved — For: 124,737,717; Against: 611,401; Abstain: 9,778,287; Broker non-votes: 25,130,092. Advisory vote on frequency: three years received the most votes — Three Years: 93,663,226 (one-year and two-year totals were 37,251,436 and 68,446, respectively).

Why It Matters

• Board continuity: Electing two Class II directors shapes Nerdy’s board through 2029 and affects corporate oversight and strategy decisions that matter to investors.
• Audit and governance: Ratification of PwC confirms the company’s independent auditor for 2026, which relates to financial reporting oversight.
• Shareholder signals: The advisory “say-on-pay” passed and shareholders chose a three-year cadence for future advisory votes; these are non-binding but indicate shareholder sentiment on executive compensation and governance timing.
• Voter turnout: An 85% participation rate shows strong shareholder engagement in governance matters at this meeting.