8-K

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 24, 2023

NERDWALLET, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40994	45-4180440
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

55 Hawthorne Street, 11th Floor, San Francisco, California 94105

(Address of principal executive offices) (Zip code)

(415) 549-8913

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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, $0.0001 par value	NRDS	The Nasdaq Global Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2023, NerdWallet, Inc. (the Company) held its 2023 Annual Meeting of Stockholders (the Annual Meeting) virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A (the Proxy Statement) for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 13, 2023. Holders of Class A common stock were entitled to one vote for each share held as of the close of business on March 27, 2023 (the Record Date), and holders of Class B common stock were entitled to ten votes for each share held as of the Record Date.

The voting results for each of the proposals are set forth below.

1.Proposal No. 1 – Election of Directors.

Director Nominee	For	Withheld	Broker Non-Votes
Tim Chen	329,715,247	7,295,329	4,725,921
Jennifer E. Ceran	326,413,043	10,597,533	4,725,921
Lynne M. Laube	326,415,598	10,594,978	4,725,921
Kenneth T. McBride	327,650,560	9,360,016	4,725,921
Maurice Taylor	331,582,288	5,428,288	4,725,921

Each of the five nominees for director was elected to the Company’s Board of Directors, each to serve until the annual meeting in 2024 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

2.Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm for 2023.

For	Against	Abstentions
341,564,164	138,881	33,452

The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

SIGNATURE

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 thereunto duly authorized.

		NERDWALLET, INC.
Date:	May 25, 2023	By:	/s/ Ekumene M. Lysonge
			Ekumene M. Lysonge
			Chief Legal Officer & Corporate Secretary

XML

Cover	May 24, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 24, 2023
Entity Registrant Name	NERDWALLET, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40994
Entity Tax Identification Number	45-4180440
Entity Address, Address Line One	55 Hawthorne Street
Entity Address, Address Line Two	11th Floor
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	415
Local Phone Number	549-8913
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.0001 par value
Trading Symbol	NRDS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Amendment Flag	false
Entity Central Index Key	0001625278
Entity Ex Transition Period	false