Nexstar Media Group Files Definitive Proxy Materials

TL;DR

NXST proxy filing is in, shareholders get the final word on company matters.

AI Summary

Nexstar Media Group, Inc. filed a Definitive Additional Materials proxy statement on June 7, 2024. This filing relates to the company's proxy materials, likely concerning upcoming shareholder votes or corporate governance matters. The filing does not appear to involve a preliminary proxy statement or a solicitation of proxies from parties other than the registrant.

Why It Matters

This filing provides shareholders with crucial information regarding corporate decisions and voting rights, enabling informed participation in the company's governance.

Risk Assessment

Risk Level: low — This is a routine proxy filing (DEFA14A) and does not appear to contain new or unusual financial information or strategic changes.

Key Players & Entities

• NEXSTAR MEDIA GROUP, INC. (company) — Registrant
• 0000950170-24-070824.txt (document) — Filing document name
• 20240607 (date) — Filing date

FAQ

Key Financial Figures

• $500 m — ith market capitalizations greater than $500 million, over the last fifteen years. Fur

Filing Documents

• 2024_nxst_supp_defa14a.htm (DEFA14A) — 88KB
• img255559002_0.jpg (GRAPHIC) — 28KB
• img255559002_1.jpg (GRAPHIC) — 205KB
• img255559002_2.jpg (GRAPHIC) — 188KB
• 0000950170-24-070824.txt ( ) — 669KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 240.14a-12 Nexstar Media Group, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): 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 SUPPLEMENT TO PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS June 18, 2024 This Supplement to Nexstar Media Group, Inc.’s (“Nexstar,” the “Company,” “we,” “us,” “our”) Proxy Statement dated April 29, 2024 (the “2024 Proxy Statement”) is furnished in connection with the solicitation by the Board of Directors of proxies to be voted at the annual meeting of stockholders of the company to be held in Irving, Texas on June 18, 2024. This Supplement is dated June 7, 2024. This Supplement is being distributed by Nexstar to respond to inaccurate statements and flawed conclusions leading to misguided recommendations by Institutional Shareholder Services (“ISS”) and Glass Lewis (collectively, the “Proxy Advisory Firms” and each, a “Proxy Advisory Firm”) with respect to our Proposal No. 1, Election of Directors and Proposal No. 3, Advisory Vote on Executive Compensation. WE RECOMMEND THAT OUR STOCKHOLDERS VOTE “FOR” ALL DIRECTOR NOMINEES AND “FOR” THE ADVISORY VOTE ON EXECUTIVE COMPENSATION. Nexstar Media Group, Inc. 1 Supplement to 2024 Proxy Statement Introduction: Both Proxy Advisory Firms recommended that Nexstar stockholders vote “against” Nexstar’s Advisory Vote on Executive Compensation, or “Say on Pay,” proposal, and to vote “against” the election of two of the members of the Compensation Committee of Nexstar’s Board of Directors (the “Compensation Committee”). One Proxy Advisory Firm also recommended that stockholders vote “against” the election of one of the members of the Nominating and Corporate Governance Committee of Nexstar’s Board of Directors. Below we address the concerns of the Proxy Advisory Firms. Proxy Advisory Firm Concern #1: The Proxy Advisory Firms suggest that the Compensation Committee was not responsive enough to the 2023 Say on Pay vote. Company Response #1: A strong majority (68%) of our stockholders voted “FOR” Say on Pay in connection with our 2023 annual meeting of stockholders (the “2023 Annual Meeting”). Nonetheless, following the 2023 Annual Meeting, the Company engaged with stockholders holding a large percentage of the Company’s outstanding shares to understand the outcome of the vote and, in particular, the reasons behind votes “AGAINST” Say on Pay. Page 16 of the 2024 Proxy Statement states that we reached out to our 26 largest institutional stockholders (and one affiliated stockholder), representing 69% of shares outstanding (73%, including the one affiliated stockholder). Although not every stockholder that we contacted felt the need to engage, the Company engaged with each stockholder that responded to our request, and we took into account their feedback and concerns. The most common stockholder feedback we received regarding executive compensation during our stockholder outreach process is stated on page 17 of the 2024 Proxy Statement: “Generally fine with executive compensation, especially since pay is aligned with stockholder returns.” The Compensation Committee has a track record of responsiveness to stockholder concerns regarding executive compensation. Page 37 of our 2024 Proxy Statement explains how we changed our executive compensation packages based on past stockholder feedback, including with respect to: (i) elimination of long-term entitlements to salary increases and specified variable compensation, (ii) use of performance-based stock awards, (iii) inclusion of management employees and non-employee directors in equity awards and (iv) implementation of a formulaic short-term incentive program. In addition, the 2022 employment contract for Perry A. Sook, our Founder, Chairman and CEO (as described and defined below), included a number of changes responsive to past stockholder input, including: (i) elimination of annual increases in salary

View Full Filing

View this DEFA14A filing on SEC EDGAR