Nexstar Media Group, Inc 8-K, filed Jun 16, 2023
Nexstar Media Group, Inc. (NXST)
About this 8-K
Nexstar Media Group, Inc filed this 8-K on June 16, 2023, reporting on events of June 15, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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31,165,008 |
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25,524 |
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27,824 |
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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24,964,165 |
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6,026,677 |
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227,514 |
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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24,880,543 |
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6,243,187 |
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94,627 |
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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31,152,621 |
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17,521 |
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48,215 |
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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:
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FOR |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
John R. Muse |
27,179,818 |
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3,998,983 |
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39,556 |
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1,909,812 |
I. Martin Pompadur |
18,611,550 |
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12,551,727 |
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55,080 |
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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 |
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AGAINST |
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ABSTENTIONS |
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31,941,734 |
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1,153,495 |
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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21,153,122 |
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9,999,296 |
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65,939 |
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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 |
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EVERY 2 YEARS |
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EVERY 3 YEARS |
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ABSTENTIONS |
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BROKER NON-VOTES |
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27,216,938 |
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2,724,126 |
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1,253,138 |
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24,155 |
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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 |
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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14,122,792 |
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16,991,846 |
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103,718 |
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1,909,813 |
Item 7.01 Regulation FD Disclosure.
On June 16, 2023, the Company announced that at its Meeting, stockholders voted to:
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.
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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.
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NEXSTAR MEDIA GROUP, INC. |
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By: |
/s/ Lee Ann Gliha |
Date: June 16, 2023 |
Name: |
Lee Ann Gliha |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
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:
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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