Nexstar Media Group, Inc 8-K, filed Jun 14, 2022
Nexstar Media Group, Inc. (NXST)
About this 8-K
Nexstar Media Group, Inc filed this 8-K on June 14, 2022, reporting on events of June 13, 2022.
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).
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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 13, 2022. A total of 40,430,561 shares of Class A common stock were issued and outstanding as of the record date of the Meeting, April 25, 2022, and a total of 37,050,178 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, 2022 (the “2022 Proxy Statement”).
Proposal 1
The voting results of the proposal to elect four nominees to serve as Class I directors of the Company for three years 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 |
Bernadette S. Aulestia |
32,134,907 |
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2,911,547 |
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9,411 |
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1,994,313 |
Dennis J. FitzSimons |
34,205,651 |
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840,799 |
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9,415 |
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1,994,313 |
C. Thomas McMillen |
27,859,652 |
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6,555,757 |
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640,456 |
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1,994,313 |
Lisbeth McNabb |
33,684,257 |
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1,362,363 |
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9,245 |
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1,994,313 |
Proposal 2
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, 2022 were as follows:
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AGAINST |
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ABSTENTIONS |
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35,765,024 |
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1,280,683 |
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4,471 |
Proposal 3
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, 2021 as reported in the Company’s 2022 Proxy Statement, were as follows:
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AGAINST |
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ABSTENTIONS |
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BROKER NON-VOTES |
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26,173,391 |
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8,809,024 |
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73,450 |
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1,994,313 |
Proposal 4
The voting results of the proposal to approve the amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate the Company's Class B Common Stock and Class C Common Stock classes, 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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35,001,860 |
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25,810 |
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28,195 |
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1,994,313 |
Item 7.01 Regulation FD Disclosure.
On June 13, 2022, the Company announced that at its Meeting, shareholders voted in favor of all proposals recommended by the Board of Directors, including the amendment of the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of April 25, 2022 Nexstar had approximately 40.4 million shares of Class A common stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. Nexstar’s Class A common stock has been the only class of shares outstanding since 2013. 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 13, 2022. |
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 13, 2022 |
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
ELIMINATE CLASS B AND CLASS C SHARE CLASSES
IRVING, TX (June 13, 2022) – Nexstar Media Group, Inc. (NASDAQ: NXST) today announced that at its 2022 Annual Shareholders’ Meeting (the "Meeting"), shareholders voted in favor of all proposals recommended by the Board of Directors, including the amendment of the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of April 25, 2022 Nexstar had approximately 40.4 million shares of Class A common stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. Nexstar’s Class A common stock has been the only class of shares outstanding since 2013. Approximately 92% of all outstanding shares were represented at the meeting.
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, including 283,000 hours of original video content 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 television assets also include NewsNation, America’s fastest-growing national news and entertainment cable network reaching 75 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 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 www.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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