Nerdy Inc. (NRDY)
NYSE: NRDY · Real-Time Price · USD
9.19
+0.49 (5.63%)
Sep 10, 2026, 2:19 PM EDT - Market open
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AGM 2026

Aug 13, 2026

Summary

A special meeting was held with a single agenda item: approving a reverse stock split at a ratio between 1-for-5 and 1-for-15, at the board's discretion. Stockholders voted in favor, and final results will be filed with the SEC.

Operator

Thank you for standing by. Welcome to the Nerdy Inc. meeting. I will now turn the call over to Chris Swenson.

Chris Swenson
Chief Legal Officer, Nerdy Inc

Thank you. Special meeting of stockholders of Nerdy Inc. will now come to order. I am Chris Swenson, Chief Legal Officer of Nerdy, and I will act as Chairman of the meeting. Joining us today is John Holewa of American Election Services, who will be acting as the Inspector of Elections for today's meeting. 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 in proxies or voted via telephone or internet or the special meeting website and who do not want to change their vote do not need to take any 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 9:31 A.M. Eastern Time, and the polls for each matter to be voted on at the special meeting are now open. Please mark your online ballots. There is one proposal on the agenda to be approved at this meeting.

The proposal is to approve amendments to our certificate of incorporation to effect a reverse stock split of our Class A common stock and our Class B common stock at a ratio from any whole number between one for five and one for 15 inclusive, with such ratio to be determined at the discretion of our board of directors and subject to the board's authority to determine when to file the amendment and to abandon the other amendments, notwithstanding prior stockholder approval of such amendments. If you have any questions about the proposal, please submit them through the meeting site. Anyone who is voting today, please mark your online ballots now. The Inspector of Elections is monitoring the collection of ballots electronically. It is now 9:32 A.M. Eastern Time, and now that everyone has had an opportunity to vote, I declare the polls closed.

I now request that the Inspector of Elections tabulate the votes and please let us know as soon as he is ready. I've been informed by the Inspector of Elections that based on a preliminary tally, the stockholders have voted in favor of the proposal. 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 a Form 8-K filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the meeting. Thank you for your participation. We appreciate your continued interest in our company.

Operator

This concludes today's meeting. You may now disconnect.