Nerdy (NRDY) Proxy filing summary

Executive summary

• Special meeting scheduled for August 13, 2026, to vote on a reverse stock split proposal for Class A and Class B Common Stock at a ratio between 1-for-5 and 1-for-15, with the exact ratio and timing at the Board's discretion.

• The reverse stock split aims to increase the share price to regain compliance with NYSE listing requirements after the stock traded below $1.00 for 30 consecutive days.

• If approved, the Board may implement or abandon the split at any time before December 31, 2026, without further stockholder action.

• The reverse split would affect all shareholders equally, except for fractional shares, which will be paid out in cash.

• No other business will be conducted at the special meeting.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of amendments to the Certificate of Incorporation to effect a reverse stock split.

• The Board recommends voting “FOR” the proposal.

• Approval requires a majority of outstanding shares; abstentions and broker non-votes count as votes against.

• No dissenters’ or appraisal rights are available for this proposal.

• Procedures for future shareholder proposals and nominations for the 2027 annual meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• The Board has full discretion to determine the reverse split ratio and timing, and may abandon the split even after shareholder approval.

• Directors and executive officers have no substantial interest in the proposal beyond their share ownership.