Nerdy (NRDY) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on April 29, 2025, to elect two Class I directors and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Stockholders of record as of March 3, 2025, are entitled to vote, with 183,135,804 shares outstanding.

• Voting can be done online, by phone, mail, or during the virtual meeting using a control number.

• The company is an emerging growth and smaller reporting company, using scaled disclosure and not required to hold a say-on-pay vote.

Voting matters and shareholder proposals

• Proposal 1: Election of Charles Cohn and Greg Mrva as Class I directors for a term expiring in 2028.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Stockholders may submit proposals for the 2026 meeting by November 10, 2025, and must follow advance notice procedures for nominations.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; only Mr. Cohn is not independent.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• The board values diversity, experience, and independence in director selection.

• Directors are expected to attend at least 75% of meetings and the annual meeting.