Nerdy Inc. (NRDY)
NYSE: NRDY · Real-Time Price · USD
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At close: May 7, 2026, 4:00 PM EDT
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+0.0500 (5.68%)
After-hours: May 7, 2026, 7:26 PM EDT
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AGM 2026

Apr 30, 2026

Chuck Cohn
Founder, Chairman, and CEO, Nerdy

The annual meeting of the stockholders of Nerdy Inc. will now come to order. It is a pleasure to welcome both stockholders and guests to this annual meeting. I'm Chuck Cohn, founder, chairman, and chief executive officer of Nerdy, and I will act as chairman of the meeting. Joining me today are the following members of our board of directors, Abigail Blunt, Woody Marshall, Rob Hutter, Greg Mrva, and Stuart Udell. Also joining us today are the following executive officers of Nerdy, John Paszterko , chief operating officer, Atul Bagga, chief financial officer, and Christopher Swenson, chief legal officer and corporate secretary. I would also like to introduce the representative from PricewaterhouseCoopers, our independent auditors, in attendance today, Christy Gracier. Joining us today is John Holewa from American Election Services, who will be acting as the inspector of elections for today's meeting.

Finally, our outside counsel, the firm of Goodwin Procter, is represented here today by John Mutkoski. At this point, I would like to inform all of the stockholders present that all previously returned proxies will be voted as indicated unless a stockholder marks an online ballot as directed later in this meeting. Stockholders who have sent proxies or voted via telephone or Internet or the annual meeting website and who do not want to change their vote do not need to take further action. I have been informed that notice of the meeting was distributed to all stockholders entitled to notice of this meeting and that a quorum is present in person or by proxy. It is now 9:32 A.M. Eastern Time. The polls for each matter to be voted on at this annual meeting are now open. Please mark your online ballots.

There are four proposals on the agenda to be approved at this meeting. Our first item of business is the election of two Class II directors. The board of directors has nominated Rob Hutter and Christopher Woody Marshall for election as Class II directors. Our second item of business is the ratification of the appointment of PricewaterhouseCoopers by our board of directors as the company's independent auditors for 2026. Our third item of business is the approval on an advisory basis of the compensation of our named executive officers. Our fourth item of business is the approval on an advisory basis of the frequency of future advisory votes on executive compensation. If you have any questions about the proposals, please submit them through the meeting site. Anyone who is voting today, please mark your online ballot now. The inspector of elections is monitoring the collection of ballots electronically.

It is now 9:33 A.M. Eastern Time, and now that everyone has had an opportunity to vote, I declare the polls closed. I now request the inspector of elections tabulate the votes, and please let us know as soon as he is ready. I have been informed by the inspector of elections that based on the preliminary tally, the stockholders have voted in favor of proposals one, two, and three. The stockholders have voted in favor of three years for proposal four. The final results of voting, including any ballots recorded during this meeting, will be set forth in the report of the inspector of elections and will be included in the minutes of the meeting. The final results will also be included in the Form 8-K filed with the SEC.

There being no other matters for consideration at this meeting, I hereby adjourn the formal portion of the meeting. Thank you for your participation. We appreciate your continued interest in our company.

Operator

That concludes today's call. Thank you all for joining. You may now disconnect. Everyone, have a great day.

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