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Get filing alertsNerdy Inc. holds routine annual meeting, elects directors and ratifies auditor
Filed May 4, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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Shareholders elected Rob Hutter and Christopher Marshall as Class II directors to serve three-year terms until 2029, with both receiving over 91% approval.
Item 5.07 verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as independent auditor for 2026 with 97% shareholder approval.
Item 5.07 verify on EDGAR → -
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Executive compensation approved on advisory basis with 92% support; future say-on-pay votes will occur every three years instead of annually.
Item 5.07 verify on EDGAR →
Summary
Nerdy Inc. filed routine results from its April 30, 2026 annual shareholder meeting, where 85% of shares participated. All proposals passed with strong majorities, indicating solid shareholder alignment with management. The board composition remains stable with the re-election of two Class II directors for three-year terms.
The most notable outcome was shareholders' decision to move say-on-pay votes from annual to triennial frequency, receiving 69% support for the three-year option. This means investors will vote on executive compensation every three years rather than annually, reducing the frequency of oversight on pay practices. For retail investors, this is a procedural filing with no immediate impact on operations or strategy. Watch for the company's proxy statement later this year for details on executive compensation structure and any board committee changes following the director elections.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Nerdy Inc. held its 2026 Annual Meeting on April 30, 2026, electing two directors and ratifying auditor selection with 85% shareholder participation.
Show 4 minor / wording changes
Added in current filing · verify on EDGAR →
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.
Two Class II directors were elected to serve three-year terms until 2029. Rob Hutter received 123,936,480 votes for with 11,190,925 withheld, and Christopher Marshall received 123,637,126 votes for with 11,490,279 withheld. Both nominees were successfully elected with strong majority support.
Added in current filing · verify on EDGAR →
The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.
Shareholders ratified PricewaterhouseCoopers LLP as the independent auditor for 2026 with 155,498,791 votes for, 648,249 against, and 4,110,457 abstentions. This represents overwhelming shareholder approval of the auditor selection.
Added in current filing · verify on EDGAR →
The compensation of our named executive executive officers was approved, on an advisory basis.
Shareholders approved executive compensation on an advisory basis with 124,737,717 votes for, 611,401 against, and 9,778,287 abstentions. This non-binding vote indicates strong shareholder support for the company's executive pay practices.
Added in current filing · verify on EDGAR →
The approval, on an advisory basis, of three years as the frequency of future advisory votes on executive compensation of our named executive officers.
Shareholders voted to hold say-on-pay votes every three years, with 93,663,226 votes for triennial frequency compared to 37,251,436 for annual and 68,446 for biennial. Future advisory votes on executive compensation will occur every three years rather than annually.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify