nrdy-20250429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) April 29, 2025

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NERDY INC.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation)	001-39595 (Commission File Number)	98-1499860 (I.R.S. Employer Identification No.)
	8001 Forsyth Blvd., Suite 1050 St. Louis, MO	63105
	(address of principal executive offices)	(zip code)
(314) 412-1227
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of the Company was held in a virtual-only format on April 29, 2025, at 9:30 a.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s 2025 Proxy Statement filed on March 10, 2025, with the SEC. As of March 3, 2025, the record date for the 2025 Annual Meeting, the number of shares of the Company’s Class A Common Stock and Class B Common Stock (the Class A Common Stock and the Class B Common Stock together referred to as the “Common Stock”) outstanding and entitled to vote at the Annual Meeting was 183,135,804. The number of shares of Common Stock present or represented by valid proxy at the 2025 Annual Meeting was 157,527,528, representing 86% of the total number of shares of Common Stock entitled to vote at the 2025 Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the 2025 Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked (i) to elect two Class I director nominees to the Company’s Board of Directors (the “Board”), each to hold office until the 2028 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, and (ii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

The voting results reported below are final.

Proposal 1 – Election of Directors

Charles Cohn and Greg Mrva were duly elected to the Company’s Board as Class I directors to serve until the 2028 annual meeting of stockholders. The results of the election were as follows:


Nominee	For	Withheld	Broker Non-Votes
Charles Cohn	137,874,642	938,562	18,714,324
Greg Mrva	124,094,927	14,718,277	18,714,324

Proposal 2 – Ratify the Selection of Independent Registered Public Accounting Firm

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified. The results of the ratification were as follows:


For	Against	Abstain
157,186,391	299,954	41,183

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Nerdy Inc.
	(Registrant)

Date: May 1, 2025	By:	/s/ Christopher C. Swenson
		Name: Christopher C. Swenson
		Title: Chief Legal Officer and Corporate Secretary

Nerdy Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders