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): June 15, 2023

Nexstar Media Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50478	23-3083125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
545 E. John Carpenter Freeway, Suite 700<br><br>Irving, Texas<br><br>(Address of Principal Executive Offices)		75062<br><br>(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 373-8800

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<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock	NXST	NASDAQ Global Select 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.

Nexstar Media Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”) on June 15, 2023. A total of 35,956,769 shares of Common Stock were issued and outstanding as of the record date of the Meeting, April 21, 2023, and a total of 33,128,169 shares were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting, as described in greater detail in the Company’s Definitive Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023 (the “2023 Proxy Statement”).

Proposal 1

The voting results of the proposal to amend the Certificate of Incorporation (the “Charter”) to declassify the Company’s Board of Directors were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
31,165,008		25,524		27,824		1,909,813

Proposal 2

The voting results of the proposal to amend the Charter to add a federal forum selection provision were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
24,964,165		6,026,677		227,514		1,909,813

Proposal 3

The voting results of the proposal to amend the Charter to reflect new Delaware law provisions regarding officer exculpation were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
24,880,543		6,243,187		94,627		1,909,812

Proposal 4

The voting results of the proposal to amend the Charter to eliminate certain provisions that are no longer effective or applicable were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
31,152,621		17,521		48,215		1,909,812

Proposal 5

The voting results of the proposal to elect two nominees to serve as Class II directors for a period of one year were as follows:

	FOR	AGAINST	ABSTENTIONS	BROKER<br><br>NON-VOTES
John R. Muse	27,179,818	3,998,983	39,556	1,909,812
I. Martin Pompadur	18,611,550	12,551,727	55,080	1,909,812

Proposal 6

The voting results of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 were as follows:

FOR	AGAINST		ABSTENTIONS
31,941,734		1,153,495		32,939

Proposal 7

The voting results of the proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2022 as reported in the Company’s 2023 Proxy Statement, were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
21,153,122		9,999,296		65,939		1,909,812

Proposal 8

The voting results of the proposal to approve, by an advisory vote, the frequency of future advisory voting on named executive officer compensation of the Company were as follows:

EVERY 1 YEAR	EVERY 2 YEARS		EVERY 3 YEARS		ABSTENTIONS		BROKER<br><br>NON-VOTES
27,216,938		2,724,126		1,253,138		24,155		1,909,812

Proposal 9

The voting results of the stockholder proposal urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company were as follows:

FOR	AGAINST		ABSTENTIONS		BROKER<br><br>NON-VOTES
14,122,792		16,991,846		103,718		1,909,813

Item 7.01 Regulation FD Disclosure.

On June 16, 2023, the Company announced that at its Meeting, stockholders voted to:

• amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify the Company’s Board of Directors, (ii) provide the federal district courts as the sole and exclusive forum for the resolution of any Securities Act complaint unless the Company consents in writing to the selection of an alternative forum, (iii) provide exculpation of certain Company officers from liability in specific circumstances, and (iv) eliminate certain provisions that are no longer effective or applicable,

• elect all nominees up for election to Nexstar’s Board of Directors,

• ratify PricewaterhouseCoopers LLP as Nexstar’s registered public accounting firm for the fiscal year ending December 31, 2023,

• affirm the executive compensation of the Company’s named executive officers,

• select every year as the frequency of advisory voting of executive compensation, and

• reject a stockholder proposal to adopt a policy to require the Chair of the Board be an independent director who has not previously served as an Executive Officer of the Company.

A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Nexstar Media Group, Inc. dated June 16, 2023.
104	Cover Page Interactive Data File (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.

	NEXSTAR MEDIA GROUP, INC.
	By:	/s/ Lee Ann Gliha
Date: June 16, 2023	Name:	Lee Ann Gliha
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EX-99.1

EXHIBIT 99.1

NEXSTAR MEDIA GROUP ANNOUNCES SHAREHOLDER APPROVAL TO

DECLASSIFY THE BOARD OF DIRECTORS

IRVING, TX (June 16, 2023) – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or “the Company”) announced that at its 2023 Annual Shareholders’ Meeting yesterday shareholders voted to:

• amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify the Company’s Board of Directors, (ii) provide the federal district courts as the sole and exclusive forum for the resolution of any Securities Act complaint unless the Company consents in writing to the selection of an alternative forum, (iii) provide exculpation of certain Company officers from liability in specific circumstances, and (iv) eliminate certain provisions that are no longer effective or applicable,

• elect all nominees up for election to Nexstar’s Board of Directors,

• ratify PricewaterhouseCoopers LLP as Nexstar’s registered public accounting firm for the fiscal year ending December 31, 2023,

• affirm the executive compensation of the Company’s named executive officers,

• select every year as the frequency of advisory voting of executive compensation, and

• reject a stockholder proposal to adopt a policy to require the Chair of the Board be an independent director who has not previously served as an Executive Officer of the Company.

The official voting results for each proposal voted on by shareholders will be filed with the Securities and Exchange Commission and made available at www.sec.gov.

About Nexstar Media Group, Inc.

Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across television, streaming and digital platforms, including more than 300,000 hours of news, sports, and entertainment programming each year. Nexstar owns America’s largest local broadcasting group comprised of top network affiliates, with 200 owned or partner stations in 116 U.S. markets reaching 212 million people. Nexstar’s national television properties include The CW, America’s fifth major broadcast network, NewsNation, America’s fastest-growing national news and entertainment cable network reaching 70 million television homes, popular entertainment multicast networks Antenna TV and Rewind TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including The Hill and BestReviews, are collectively a Top 10 U.S. digital news and information property. In addition to delivering exceptional content and service to our communities, Nexstar provides premium multiplatform and video-on-demand advertising opportunities at scale for businesses and brands seeking to leverage the strong consumer engagement of our compelling content offering. For more information, please visit nexstar.tv.

Investor Contacts:

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com

Media Contact:

Gary Weitman

EVP and Chief Communications Officer

972/373-8800

gweitman@nexstar.tv

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