Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported) May 2, 2023

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NERDY INC.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation)			001-39595 (Commission File Number)			98-1499860 (I.R.S. Employer Identification No.)
			101 S. Hanley Rd., Suite 300 St. Louis, MO			63105
			(address of principal executive offices)			(zip code)
[phone]
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

NRDY

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share

NRDY-WT

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2023, the Compensation Committee (the “Committee”) of the Board of Directors of Nerdy Inc. (the “Company”) approved the adoption of the Company’s Executive Incentive Compensation Plan (the “Plan”). Under the Plan, the Committee may select key executives (the “executives”) to be eligible to receive cash bonuses based on the attainment of corporate and/or individual performance goals established by the Committee. The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting of the Company was held in a virtual-only format on May 3, 2023 at 9:30 a.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s 2023 Proxy Statement filed on March 21, 2023, with the SEC. As of March 6, 2023, the record date for the 2023 Annual Meeting, the number of shares of the Company’s Class A Common Stock and Class B common stock, $0.0001 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) outstanding and entitled to vote at the Annual Meeting was 166,826,435. The number of shares of Common Stock present or represented by valid proxy at the 2023 Annual Meeting was 148,135,914, representing 88.79% of the total number of shares of Common Stock entitled to vote at the 2023 Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the 2023 Annual Meeting.

At the Annual Meeting, the Company’s stockholders were asked (i) to elect two Class II director nominees to the Company’s Board of Directors (the “Board”), each to hold office until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, and (ii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

The voting results reported below are final.

Proposal 1 – Election of Directors

Rob Hutter and Christopher (Woody) Marshall were duly elected to the Company’s Board as Class II directors to serve until the 2026 annual meeting of stockholders. The results of the election were as follows:

Nominee						For						Withheld						Broker Non-Votes
Rob Hutter						129,019,934						5,597,916						13,518,064
Christopher (Woody) Marshall						126,175,723						8,442,127						13,518,064

Proposal 2 – Ratify the Selection of Independent Registered Public Accounting Firm

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified. The results of the ratification were as follows:

For						Against						Abstain
148,097,471						27,939						10,504

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Nerdy Inc. Executive Incentive Compensation Plan.
104						Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Nerdy Inc.
			(Registrant)
Date: May 5, 2023			By:			/s/ Christopher C. Swenson
						Name: Christopher C. Swenson
						Title:   Chief Legal Officer and Corporate Secretary

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