Gray Television Inc. Files DEF 14A for 2024 Annual Meeting

TL;DR

<b>Gray Television Inc. has filed its Definitive Proxy Statement (DEF 14A) for the 2024 annual meeting, detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

GRAY TELEVISION INC (GTN-A) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Filing is a DEF 14A (Definitive Proxy Statement) for Gray Television Inc. The report covers the fiscal year ending December 31, 2023. The filing date is March 28, 2024, with the period of report ending May 8, 2024. Gray Television Inc. is incorporated in Georgia. The company's SIC code is 4833 for Television Broadcasting Stations.

Why It Matters

For investors and stakeholders tracking GRAY TELEVISION INC, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting. Understanding the details within this DEF 14A is essential for shareholders to make informed voting decisions and assess the company's performance and governance practices.

Risk Assessment

Risk Level: low — GRAY TELEVISION INC shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate financial or operational performance indicators, thus posing a low immediate risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to make informed voting decisions.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year end date)
• 2024-03-28 — Filing Date (Date the filing was submitted)
• 2024-05-08 — Period of Report (The period the filing is reporting on)

Key Players & Entities

• GRAY TELEVISION INC (company) — Filer name
• 0000043196 (company) — Central Index Key
• GA (company) — State of Incorporation
• 4833 (company) — Standard Industrial Classification
• 4370 PEACHTREE ROAD NE (company) — Business Address Street 1
• ATLANTA (company) — Business Address City
• 30319 (company) — Business Address ZIP
• 4042668333 (company) — Business Phone

FAQ

Industry Context

Gray Television operates in the television broadcasting industry, which is subject to regulatory oversight and evolving media consumption trends.

Regulatory Implications

As a broadcaster, Gray Television is subject to regulations from the Federal Communications Commission (FCC) regarding licensing, content, and ownership.

What Investors Should Do

1. Review the detailed executive compensation packages and any proposed changes.
2. Analyze director nominations and qualifications presented in the filing.
3. Understand any shareholder proposals and the company's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. Specific comparative data from the previous filing is not detailed within this document excerpt.

Key Financial Figures

• $7,000 — he solicitation of proxies for a fee of $7,000 plus reimbursement of out of pocket exp

Filing Documents

• gtn20240323_def14a.htm (DEF 14A) — 941KB
• capvbcf.jpg (GRAPHIC) — 33KB
• capvni.jpg (GRAPHIC) — 32KB
• capvtsr.jpg (GRAPHIC) — 36KB
• card01.jpg (GRAPHIC) — 198KB
• card02.jpg (GRAPHIC) — 219KB
• ceo.jpg (GRAPHIC) — 38KB
• men01.jpg (GRAPHIC) — 5KB
• men02.jpg (GRAPHIC) — 2KB
• men03.jpg (GRAPHIC) — 2KB
• men04.jpg (GRAPHIC) — 2KB
• neo.jpg (GRAPHIC) — 54KB
• pic1.jpg (GRAPHIC) — 4KB
• 0001437749-24-009842.txt (&nbsp;) — 3274KB
• gtn-20231231.xsd (EX-101.SCH) — 9KB
• gtn-20231231_def.xml (EX-101.DEF) — 13KB
• gtn-20231231_lab.xml (EX-101.LAB) — 26KB
• gtn-20231231_pre.xml (EX-101.PRE) — 13KB
• gtn20240323_def14a_htm.xml (XML) — 117KB

From the Filing

gtn20240323_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 GRAY TELEVISION, INC. (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Meeting to be held on May 8, 2024 NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Gray Television, Inc. will be held at 11:30 a.m., Eastern time, on May 8, 2024, at the Company's corporate headquarters, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, for the purpose of considering and acting upon: 1. the election of ten members of Gray Television, Inc.'s Board of Directors; 2. the ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent registered public accounting firm for 2024; and 3. such other business and matters or proposals as may properly come before the meeting. Only holders of record of Gray Television, Inc. common stock, no par value per share, and Gray Television, Inc. Class A common stock, no par value per share, at the close of business on March 8, 2024 are entitled to notice of, and to vote at, the annual meeting. Attendance at the annual meeting is limited to such shareholders and to any invitees of Gray Television, Inc. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 8, 2024. The Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are available at www.proxyvote.com. Your vote is very important. Regardless of whether you plan to attend the annual meeting, we encourage you to vote as soon as possible by one of three convenient methods in order to ensure your shares are represented at the meeting: accessing the internet site listed on the notice of internet availability of proxy materials or proxy card, calling the toll-free number listed on the proxy card, or signing, dating and returning the proxy card in the enclosed postage-paid envelope. Any proxy you give will not be used if you attend the annual meeting and cast your vote in person during the meeting. By Order of the Board of Directors, Hilton H. Howell, Jr. Executive Chairman and Chief Executive Officer Atlanta, Georgia March 28, 2024 GRAY TELEVISION, INC. 4370 Peachtree Road, N.E. Atlanta, Georgia 30319 PROXY STATEMENT For Annual Meeting of Shareholders to be Held on May 8, 2024 This proxy statement is being furnished by the Board of Directors (the "Board") of Gray Television, Inc., a Georgia corporation (which we refer to as "Gray," the "Company," "we," "us" or "our"), to the holders of shares of each of our common stock, no par value per share ("common stock"), and our Class A common stock, no par value per share ("Class A common stock"), in connection with the solicitation of proxies by the Board for use at our 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting") to be held at the Company's corporate headquarters, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, at 11:30 a.m., Eastern time, and at any adjournments or postponements thereof. For directions to the location of the 2024 Annual Meeting, you may contact our corporate offices at (404) 504-9828. Distribution to shareholders of the Notice of Internet Availability of Proxy Materials (the "Notice") and this proxy statement and a proxy card is scheduled to begin on or about March 28, 2024. A proxy delivered pursuant to this solicitation is revocable at the option of the person giving the same at any time before it is exercised. A proxy may be revoked, prior to its exercise, by submitting a later dated vote via the internet or by telephone, by signing and delivering a later dated proxy card, by delivering written notice of the revocation of the proxy to our Corporate Secretary prior to the 2024 Annual Meeting, or by attending and voting at the 2024 Annual Meeting. Attendance at the 2024 Annual Meeting, in and of itself, will not constitute revocation of a proxy. Unless previously revoked, the shares represented by proxy will be voted in accordance with the shareholder's directions if the proxy is duly submitted prior to the 2024 Annual Meeting. If you return a signed proxy card that

View Full Filing

View this DEF 14A filing on SEC EDGAR