New NerdWallet (NASDAQ: NRDS) director and 2026 shareholder vote results
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NerdWallet, Inc. appointed Teresa Chia as an independent director effective May 22, 2026, filling a vacancy created when Jennifer Ceran chose not to stand for re-election. She will serve on the Board and its Audit Committee through the 2027 annual meeting, receiving cash fees and restricted stock units under the non-employee director plan.
The company also reported results of its 2026 annual meeting, where stockholders elected four director nominees and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board cash retainer: $50,000 per year
Audit Committee retainer: $10,000 per year
Initial RSU grant: $185,000 target value
+5 more
8 metrics
Board cash retainer
$50,000 per year
Annual cash compensation for Board service as non-employee director
Audit Committee retainer
$10,000 per year
Annual cash compensation for Audit Committee service
Initial RSU grant
$185,000 target value
RSUs to Teresa Chia vesting in three annual installments
Annual RSU grant
$185,000 target value (prorated)
Prorated RSUs for service through 2027 annual meeting
Votes for Tim Chen
331,293,392 votes for
Director election at 2026 annual meeting
Votes for auditor ratification
343,651,768 for; 154,224 against
Ratification of Deloitte & Touche LLP for 2026
Class A voting power
1 vote per share
Voting rights as of March 24, 2026 record date
Class B voting power
10 votes per share
Voting rights as of March 24, 2026 record date
Key Terms
independent director, Audit Committee, restricted stock units (RSUs), 2021 Equity Incentive Plan, +2 more
6 terms
independent director financial
"The Board determined that Ms. Chia is an “independent director” as such term is defined by the applicable listing rules"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee financial
"The Board also appointed Ms. Chia to the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
restricted stock units (RSUs) financial
"she will receive an initial grant of restricted stock units (RSUs) having an aggregate target grant-date value of $185,000"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
2021 Equity Incentive Plan financial
"The RSUs are subject to the terms of the Company’s 2021 Equity Incentive Plan, as amended"
indemnification agreement financial
"Ms. Chia will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
broker non-votes financial
"Tim Chen | 331,293,392 | 5,290,731 | 7,560,481 ... Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
FAQ
What board change did NerdWallet (NRDS) announce in this 8-K?
NerdWallet appointed Teresa Chia as an independent director effective May 22, 2026. She fills the vacancy created by Jennifer Ceran not standing for re-election and will serve on the Board and Audit Committee until the 2027 annual stockholder meeting.
How is new director Teresa Chia compensated by NerdWallet (NRDS)?
Teresa Chia receives annual cash fees of $50,000 for Board service and $10,000 for Audit Committee service. She also receives an initial RSU grant valued at $185,000 and a prorated annual RSU grant targeted at $185,000, subject to the 2021 Equity Incentive Plan.
What were the 2026 NerdWallet (NRDS) director election voting results?
All four director nominees were elected. For example, Tim Chen received 331,293,392 votes for and 5,290,731 withheld, with 7,560,481 broker non-votes. Each elected director will serve until the 2027 annual meeting and until a successor is duly elected and qualified.
Did NerdWallet (NRDS) stockholders ratify the 2026 independent auditor?
Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 343,651,768 for, 154,224 against, and 338,612 abstentions, with no broker non-votes reported for this proposal.