Nerdy (NRDY) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 30, 2026, with stockholders able to vote online, by phone, or by mail, and only those of record as of March 3, 2026, are eligible to vote.

• Four main proposals are up for vote: election of two Class II directors, ratification of PwC as auditor, advisory approval of executive compensation, and advisory vote on the frequency of future say-on-pay votes.

• The Board recommends voting for all proposals and to hold future say-on-pay votes annually.

Voting matters and shareholder proposals

• Proposal 1: Elect Rob Hutter and Christopher (Woody) Marshall as Class II directors for a term ending in 2029.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for 2026.

• Proposal 3: Advisory vote to approve named executive officer compensation.

• Proposal 4: Advisory vote on frequency of future say-on-pay votes, with the Board recommending annual votes.

• Stockholders can submit proposals for the 2027 meeting by November 10, 2026, 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; majority are independent directors.

• Committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Director nomination emphasizes diversity, ethics, and relevant experience; stockholders may recommend candidates.

• Directors are expected to attend meetings and the annual meeting; all attended in 2025.