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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 4, 2022
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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) |
(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:
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☐ | 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:
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| 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 |
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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.
First Amendment to Nerdy Inc. 2021 Equity Incentive Plan
At the 2022 annual meeting of stockholders of Nerdy Inc. (“Nerdy” or "Company") held on May 4, 2022 (the “2022 Annual Meeting”), Nerdy's stockholders approved the amendment of the Nerdy Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”) to increase the number of authorized shares of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) that may be issued under the 2021 Equity Plan by 12,500,000 and to include an annual evergreen provision. A description of the amendment to the 2021 Equity Plan and related matters was set forth in Nerdy’s definitive proxy statement on Form 14A filed with the United States Securities and Exchange Commission (the “SEC”) on April 5, 2022 (the “2022 Proxy Statement”) and is qualified in its entirety by reference to the full text of the amendment to the 2021 Equity Plan, a copy of which is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of the Company was held in a virtual-only format on May 4, 2022 at 2:00 p.m., Eastern Time via live webcast. Proxies were solicited pursuant to the Company’s 2022 Proxy Statement filed on April 5, 2022 with the SEC. As of March 25, 2022, the record date for the 2022 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 158,895,510. The number of shares of Common Stock present or represented by valid proxy at the 2022 Annual Meeting was 139,287,443, representing 87.7% of the total number of shares of Common Stock entitled to vote at the 2022 Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the 2022 Annual Meeting.
At the Annual Meeting, the Company’s stockholders were asked (i) to elect two Class I director nominees to the Company’s Board of Directors (the “Board”), each to hold office until the 2025 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal, (ii) to approve the First Amendment to the Company’s 2021 Equity Incentive Plan (the “Equity Incentive Plan”) to increase the maximum number of shares of our common stock that will be made available for issuance thereunder in 2022 and to include an annual evergreen provision in the Equity Incentive Plan starting in 2023 through the duration of the Equity Incentive Plan, and (iii) to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The voting results reported below are final.
Proposal 1 – Election of Directors
Charles Cohn and Greg Mrva were duly elected to the Company’s Board as Class I directors to serve until the 2025 annual meeting of stockholders. The results of the election were as follows:
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| Nominee | | For | | Withheld | | Broker Non-Votes |
| Charles Cohn | | 133,515,989 | | 2,109,359 | | 3,662,095 |
| Greg Mrva | | 133,587,372 | | 2,037,976 | | 3,662,095 |
Proposal 2 – Approval of the First Amendment to the Company’s 2021 Equity Incentive Plan
The First Amendment to the Equity Incentive Plan to increase the maximum number of shares of our common stock that will be made available for issuance thereunder in 2022 and to include an annual evergreen provision in the Equity Incentive Plan starting in 2023 through the duration of the Equity Incentive Plan was approved. The results of the approval were as follows:
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| For | | Against | | Abstain | | Broker Non-Votes |
| 121,978,515 | | 13,030,777 | | 616,056 | | 3,662,095 |
Proposal 3 – 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, 2022 was ratified. The results of the ratification were as follows:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 139,266,071 | | 17,382 | | 3,990 |
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.
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Exhibit No. | | Description |
| | |
| 10.1 | | |
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| 104 | | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document). |
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.
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| Nerdy Inc. |
| (Registrant) |
| | |
Date: May 5, 2022 | By: | /s/ Christopher C. Swenson |
| | Name: Christopher C. Swenson |
| | Title: Chief Legal Officer and Corporate Secretary |
Nerdy Inc.
Amendment to 2021 Equity Incentive Plan
(Adopted as of May 4, 2022)
A. Nerdy Inc., a corporation organized under the laws of the State of Delaware (the “Company”) established the Company’s 2021 Equity Incentive Plan (the “Plan”);
B. The Plan currently provides for 27,774,924 shares of Class A Common Stock (“Stock”) to be reserved for issuance under the Plan; and
C. The Company now wishes to amend the Plan to (i) increase the number of shares of Common Stock reserved for issuance under the Plan to an aggregate of 12,500,000 shares and to modify Section 4(a) the Plan to reflect such increase and (ii) on January 1, 2023 and each January 1 thereafter, increase the number of shares of Stock reserved for issuance under the Plan by (a) five percent (5%) of the number of shares of Stock issued and outstanding on a pro forma basis on the immediately preceding December 31 including: (1) all shares of Stock underlying any then-outstanding stock options, stock appreciation rights, restricted stock units, and unvested restricted stock awards and (2) the exchange of all shares of the Company’s Class B common stock, par value $0.0001 per share (including the shares of Class B common stock underlying any stock awards in clause (1)) or (b) such lesser number of shares as determined by our Board.
Now THEREFORE, effective immediately, the Plan is amended as follows:
1. The reference to “27,774,924 shares” in Section 4(a) of the Plan is amended to reference “40,274,924 shares.”
2. The following text is added to the end of Section 4(a) of the Plan: “On January 1, 2023 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by (i) five percent (5%) of the number of shares of Stock issued and outstanding on a pro forma basis on the immediately preceding December 31 including: (A) all shares of Stock underlying any then-outstanding stock options, stock appreciation rights, restricted stock units, and unvested restricted stock awards and (2) the exchange of all shares of the Company’s Class B common stock, par value $0.0001 per share (including the shares of Class B common stock underlying any stock awards in clause (A)) or (ii) such lesser number of shares as determined by our Board. ”
3. In all other respects the Plan will remain the same.
In Witness Whereof, the Company has caused this Amendment to the Plan to be executed as of the date first written above:
Nerdy Inc.
By:
Charles K. Cohn
Director and Chief Executive Officer