Nerdy (NRDY) Proxy Filing summary

Voting matters and shareholder proposals

• Election of two Class II directors, Rob Hutter and Christopher (Woody) Marshall, is up for shareholder vote, with board recommending approval.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, is proposed, with board support.

• Advisory vote on the compensation of named executive officers is included, with board recommending approval.

• Advisory vote on the frequency of future stockholder advisory votes on executive compensation, with the board recommending an annual vote.

• Other business may be addressed as properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Board recommends the election of two Class II directors for continued governance stability.

Executive compensation and say-on-pay

• Shareholders are asked to approve, on an advisory basis, the compensation of named executive officers.

• Advisory vote on the frequency of future say-on-pay votes is included, with annual frequency recommended.