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Home › Companies › Nerdy, Inc. › 2025-2026

Nerdy, Inc. 2025-2026 Proxy Voting Records

At Nerdy, Inc.'s shareholder meeting held April 30, 2026, in the 2025-2026 proxy season, 94 asset managers reported how they voted in their SEC Form N-PX filings, covering 582 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approve, on an advisory basis, the compensation of our named executive officers. — Nerdy, Inc.'s filing reports the proposal as approved, with 99.5% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Nerdy, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 4, 2026.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and Nerdy, Inc.’s Form 8-K, filed May 4, 2026 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 5Reported items
  • 94Asset managers
  • 582Fund votes
  • April 30, 2026Meeting date

Results at a glance

Meeting of April 30, 2026: 4 items on Nerdy, Inc.’s Form 8-K, filed May 4, 2026: 2 approved · 2 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2025-2026

Explore Nerdy, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Nerdy, Inc.

These tallies are Nerdy, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 4, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Nerdy, Inc. — official shareholder meeting results, meeting held April 30, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Rob Hutter 123,936,480---- 11,190,92525,130,092 92%Not verified—
Elect Director: Christopher (Woody) Marshall 123,637,126---- 11,490,27925,130,092 91%Not verified—
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, 2026 155,498,791648,2494,110,457 ---- 99.5%Approved—
3. Approve, on an advisory basis, the compensation of our named executive officers The compensation of our named executive officers 124,737,717611,4019,778,287 --25,130,092 99.5%Approved—

Source: Nerdy, Inc., Form 8-K, filed with the SEC on May 4, 2026 — read the filing on EDGAR.

How asset managers voted at the Nerdy, Inc. 2025-2026 meeting

Each item below shows how the 94 asset managers that disclosed a Nerdy, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Nerdy, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Christopher (Woody) Marshall

Outcome not verifiedFund totals may overlapDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 123,637,126WITHHELD: 11,490,279
Details: description as filed, official tally, votes by 29 asset managers

Description as filed by funds: Election of Class II Directors: Christopher (Woody) Marshall

Nerdy, Inc.’s own tally for this item (“Elect Director: Christopher (Woody) Marshall”): 123,637,126 for, 11,490,279 withheld, per its Form 8-K filed May 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 28 asset managers voting on “Election of Class II Directors: Christopher (Woody) Marshall” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,755,2270 41,701For
FRANKLIN STRATEGIC SERIES765,7550 00For
Fidelity371,8740 00For
BlackRock00 293,1990Abstain
Charles Schwab184,2770 00For
BRIDGEWAY FUNDS INC00 0160,015Withhold
Equitable97,6700 021,069Mixed
Goldman Sachs52,1770 00For
Lincoln Financial35,5000 00For
Global X27,0260 00For
QUANTITATIVE MASTER SERIES LLC00 24,3790Abstain
Nationwide00 012,699Withhold
Bridge Builder Trust00 12,2260Abstain
DWS00 08,820Withhold
GPS Funds I8,5470 00For
AIG/SunAmerica00 06,572Withhold
Principal00 06,089Withhold
Pacific Life00 05,517Withhold
Venerable Variable Insurance Trust4,7900 00For
Calvert00 04,065Withhold
State Street3,9250 00For
ProShares00 02,788Withhold
TIAA00 02,646Withhold
PENN SERIES FUNDS INC1,8000 00For
Brinker Capital Destinations Trust1,1110 00For

Fund voting reports, all 28 managers: 3,309,749 for, 232,773 withheld, 329,808 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 1 asset manager voting on “Election of Class II Directors: Christopher (Woody) Marshall” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Crewe Advisors LLC50,0000 00For

Institutional-manager reports, all 1 managers: 50,000 for.

2. Elect Director: Rob Hutter

Outcome not verifiedFund totals may overlapDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 123,936,480WITHHELD: 11,190,925
Details: description as filed, official tally, votes by 29 asset managers

Description as filed by funds: Election of Class II Directors: Rob Hutter

Nerdy, Inc.’s own tally for this item (“Elect Director: Rob Hutter”): 123,936,480 for, 11,190,925 withheld, per its Form 8-K filed May 4, 2026 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 28 asset managers voting on “Election of Class II Directors: Rob Hutter” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,755,2270 41,701For
FRANKLIN STRATEGIC SERIES765,7550 00For
Fidelity371,8740 00For
BlackRock293,1990 00For
Charles Schwab184,2770 00For
BRIDGEWAY FUNDS INC00 0160,015Withhold
Equitable118,7390 00For
Goldman Sachs52,1770 00For
Lincoln Financial35,5000 00For
Global X27,0260 00For
QUANTITATIVE MASTER SERIES LLC24,3790 00For
Nationwide12,6990 00For
Bridge Builder Trust12,2260 00For
DWS00 08,820Withhold
GPS Funds I8,5470 00For
AIG/SunAmerica00 06,572Withhold
Principal00 06,089Withhold
Pacific Life5,5170 00For
Venerable Variable Insurance Trust4,7900 00For
Calvert00 04,065Withhold
State Street3,9250 00For
ProShares00 02,788Withhold
TIAA00 02,646Withhold
PENN SERIES FUNDS INC1,8000 00For
Brinker Capital Destinations Trust1,1110 00For

Fund voting reports, all 28 managers: 3,678,838 for, 193,488 withheld, 4 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 1 asset manager voting on “Election of Class II Directors: Rob Hutter” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Crewe Advisors LLC50,0000 00For

Institutional-manager reports, all 1 managers: 50,000 for.

3. Approve, on an advisory basis, the compensation of our named executive officers The compensation of our named executive…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%
FOR: 124,737,717AGAINST: 611,401
Details: description as filed, official tally, votes by 94 asset managers

Description as filed by funds: Approve, on an advisory basis, the compensation of our named executive officers.

Nerdy, Inc.’s own tally for this item (“3. Approve, on an advisory basis, the compensation of our named executive officers The compensation of our named executive executive officers”): 124,737,717 for, 611,401 against — passed, per its Form 8-K filed May 4, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Approve, on an advisory basis, the compensation of our named executive officers The compensation of our named executive executive officers was approved, on an advisory basis.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 28 asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,756,9280 40For
FRANKLIN STRATEGIC SERIES765,7550 00For
Fidelity371,8740 00For
BlackRock293,1990 00For
Charles Schwab184,2770 00For
BRIDGEWAY FUNDS INC0160,015 00Against
Equitable118,7390 00For
Goldman Sachs52,1770 00For
Lincoln Financial35,5000 00For
Global X27,0260 00For
QUANTITATIVE MASTER SERIES LLC24,3790 00For
Nationwide12,6990 00For
Bridge Builder Trust12,2260 00For
DWS8,8200 00For
GPS Funds I8,5470 00For
AIG/SunAmerica6,5720 00For
Principal6,0890 00For
Pacific Life5,5170 00For
Venerable Variable Insurance Trust4,7900 00For
Calvert4,0650 00For
State Street3,9250 00For
ProShares2,7880 00For
TIAA2,6460 00For
PENN SERIES FUNDS INC1,8000 00For
Brinker Capital Destinations Trust1,1110 00For

Fund voting reports, all 28 managers: 3,712,311 for, 160,015 against, 4 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 72 asset managers voting on “Approve, on an advisory basis, the compensation of our named executive officers.” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Technology Crossover Management VIII, Ltd.20,586,3180 00For
FRANKLIN ADVISERS INC903,4660 00For
State Street608,8120 00For
GEODE CAPITAL MANAGEMENT, LLC585,1650 00For
Northern Trust272,7850 00For
BlackRock235,9390 00For
Charles Schwab184,3240 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC0179,715 00Against
MONETA GROUP INVESTMENT ADVISORS LLC164,3680 00For
AllianceBernstein147,2500 00For
MELLON INVESTMENTS Corp140,6780 00For
Vanguard124,3680 00For
AQR97,1880 00For
Goldman Sachs62,5260 00For
Crewe Advisors LLC50,0000 00For
T. Rowe Price41,0260 00For
STRS OHIO39,2000 00For
BNY Mellon38,9440 00For
FIDUCIARY TRUST CO INTERNATIONAL29,2560 00For
Rhumbline14,4120 00For
JPMorgan24,1740 00For
Invesco19,4760 00For
Fidelity13,7440 00For
Donor Advised Charitable Giving, Inc.00 00Not Voted
NEW YORK STATE COMMON RETIREMENT FUND9,6470 00For

Institutional-manager reports, all 72 managers: 24,465,852 for, 182,374 against, 12,000 not voted, 14,412 1 year. Showing the 25 largest; every one is in the interactive database (link above).

4. Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% Fund and manager reports combined; may count the same shares twice · no official result

FOR1 YEAR
Details: description as filed, votes by 94 asset managers

Description as filed by funds: Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 28 asset managers voting on “Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our n” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard00 20Abstain
FRANKLIN STRATEGIC SERIES00 00--
Fidelity00 00--
BlackRock00 00--
Charles Schwab00 00--
BRIDGEWAY FUNDS INC00 00--
Equitable00 00--
Goldman Sachs00 00--
Lincoln Financial00 00--
Global X00 00--
QUANTITATIVE MASTER SERIES LLC00 00--
Nationwide00 00--
Bridge Builder Trust00 00--
DWS00 00--
GPS Funds I00 00--
AIG/SunAmerica00 00--
Principal00 00--
Pacific Life00 00--
Venerable Variable Insurance Trust00 00--
Calvert00 00--
State Street00 00--
ProShares00 00--
TIAA00 00--
PENN SERIES FUNDS INC00 00--
Brinker Capital Destinations Trust00 00--

Fund voting reports, all 28 managers: 2 abstained, 3,870,601 1 year, 1,727 unknown. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 72 asset managers voting on “Approve, on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our n” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Technology Crossover Management VIII, Ltd.20,586,3180 00For
FRANKLIN ADVISERS INC00 00--
State Street00 00--
GEODE CAPITAL MANAGEMENT, LLC00 00--
Northern Trust00 00--
BlackRock00 00--
Charles Schwab00 00--
BRIDGEWAY CAPITAL MANAGEMENT, LLC00 00--
MONETA GROUP INVESTMENT ADVISORS LLC00 00--
AllianceBernstein00 00--
MELLON INVESTMENTS Corp00 00--
Vanguard00 00--
AQR00 00--
Goldman Sachs00 00--
Crewe Advisors LLC00 00--
T. Rowe Price00 00--
STRS OHIO00 00--
BNY Mellon00 00--
FIDUCIARY TRUST CO INTERNATIONAL00 00--
Rhumbline14,4120 00For
JPMorgan00 00--
Invesco00 00--
Fidelity00 00--
Donor Advised Charitable Giving, Inc.00 00Not Voted
NEW YORK STATE COMMON RETIREMENT FUND00 00--

Institutional-manager reports, all 72 managers: 20,600,730 for, 12,000 not voted, 4,057,568 1 year, 4,340 2 year. Showing the 25 largest; every one is in the interactive database (link above).

5. Ratify the Selection of Independent Registered Public Accounting Firm The selection of PricewaterhouseCoopers LLP as…

Official resultFund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.5% Approved · of votes cast

FOR 99.5%
FOR: 155,498,791AGAINST: 648,249
Details: description as filed, official tally, votes by 29 asset managers

Description as filed by funds: Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

Nerdy, Inc.’s own tally for this item (“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, 2026”): 155,498,791 for, 648,249 against — passed, per its Form 8-K filed May 4, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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, 2026 was ratified.”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 28 asset managers voting on “Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard1,756,9300 20For
FRANKLIN STRATEGIC SERIES765,7550 00For
Fidelity371,8740 00For
BlackRock293,1990 00For
Charles Schwab184,2770 00For
BRIDGEWAY FUNDS INC160,0150 00For
Equitable118,7390 00For
Goldman Sachs52,1770 00For
Lincoln Financial35,5000 00For
Global X27,0260 00For
QUANTITATIVE MASTER SERIES LLC24,3790 00For
Nationwide12,6990 00For
Bridge Builder Trust12,2260 00For
DWS8,8200 00For
GPS Funds I8,5470 00For
AIG/SunAmerica6,5720 00For
Principal6,0890 00For
Pacific Life5,5170 00For
Venerable Variable Insurance Trust4,7900 00For
Calvert4,0650 00For
State Street3,9250 00For
ProShares2,7880 00For
TIAA2,6460 00For
PENN SERIES FUNDS INC1,8000 00For
Brinker Capital Destinations Trust1,1110 00For

Fund voting reports, all 28 managers: 3,872,328 for, 2 abstained. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 1 asset manager voting on “Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ” at Nerdy, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Crewe Advisors LLC50,0000 00For

Institutional-manager reports, all 1 managers: 50,000 for.

Largest Nerdy, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 124,295,000 shares outstanding at the time of that meeting.

Fund voting reports: top Nerdy, Inc. shareholders by shares voted on “Approve, on an advisory basis, the compensation of our named executive officers.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 1.41%
2FRANKLIN STRATEGIC SERIES 0.62%
3Fidelity 0.30%
4BlackRock 0.24%
5Charles Schwab 0.15%
6BRIDGEWAY FUNDS INC 0.13%
7Equitable 0.10%
8Goldman Sachs 0.04%
9Lincoln Financial 0.03%
10Global X 0.02%
Institutional-manager reports: top Nerdy, Inc. shareholders by shares voted on “Approve, on an advisory basis, the compensation of our named executive officers.”, 2025-2026
#Asset manager % of shares outstanding
1Technology Crossover Management VIII, Ltd. 16.56%
2FRANKLIN ADVISERS INC 0.73%
3State Street 0.49%
4GEODE CAPITAL MANAGEMENT, LLC 0.47%
5Northern Trust 0.22%
6BlackRock 0.19%
7Charles Schwab 0.15%
8BRIDGEWAY CAPITAL MANAGEMENT, LLC 0.14%
9MONETA GROUP INVESTMENT ADVISORS LLC 0.13%
10AllianceBernstein 0.12%

Reported Nerdy, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Nerdy, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Charles Cohn 64.22% 13D
Entities affiliated with Learn Capital 6.71% DEF14A
Entities affiliated with TCV 3.57% DEF14A
BlackRock 3.44% 13F
Vanguard Group 2.68% 13F
Franklin Templeton 1.86% 13F
Geode Capital 1.35% 13F
Technology Crossover Management VIII, Ltd. 1.10% 13D
Chris Swenson 1.08% DEF14A
State Street 1.08% 13F

Percentages above are of 124,295,000 shares outstanding, as reported by Nerdy, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Nerdy, Inc.’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

Nerdy, Inc. proxy season coverage: 2025-2026 (this page).

Cite this page

proxyvotesnow.com, “Nerdy (NRDY) 2026 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/nerdy-inc/2026 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.