Nerdy Inc.

05/01/2025 | Press release | Distributed by Public on 05/01/2025 14:14

Proxy Results (Form 8-K)

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.
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