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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________

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
___________________________________

NERDY INC.
(Exact name of registrant as specified in its charter)
___________________________________

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)
(314) 412-1227
(Registrant's telephone number, including area code)
___________________________________
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 classTrading
Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareNRDYNew York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per shareNRDY-WTNew 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. ☐


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:
NomineeForWithheldBroker Non-Votes
Rob Hutter129,019,9345,597,91613,518,064
Christopher (Woody) Marshall126,175,7238,442,12713,518,064
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:
ForAgainst Abstain
148,097,47127,93910,504
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
104Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).
1

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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