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$NXST·8-K

NEXSTAR MEDIA GROUP, INC. · Jun 16, 3:33 PM ET

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NEXSTAR MEDIA GROUP, INC. 8-K

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Nexstar Media Group Reports Annual Meeting Vote Results

What Happened

  • Nexstar Media Group, Inc. announced results of its Annual Meeting of Stockholders held June 16, 2026. As of the April 20, 2026 record date there were 30,538,965 shares outstanding; 28,662,649 shares were present or voted by proxy, constituting a quorum.
  • All nine director nominees were elected. Stockholders also approved the company’s executive compensation (say-on-pay), ratified PricewaterhouseCoopers LLP as independent auditors for 2026, and approved the 2026 Long-Term Omnibus Incentive Plan.

Key Details

  • Shares outstanding / present: 30,538,965 outstanding; 28,662,649 voted/represented at the meeting.
  • Director election (selected "For" vote totals):
    • Perry A. Sook: 26,191,038 FOR
    • Geoff Armstrong: 24,856,702 FOR
    • Bernadette S. Aulestia: 26,887,852 FOR
    • Jay M. Grossman: 22,231,210 FOR
    • Ellen Johnson: 26,767,886 FOR
    • C. Thomas McMillen: 25,591,338 FOR
    • Lisbeth McNabb: 24,534,861 FOR
    • John R. Muse: 22,260,293 FOR
    • Tony Wells: 26,861,174 FOR
  • Say-on-pay (Proposal 2): 25,392,200 FOR; 1,563,609 AGAINST; 46,462 ABSTENTIONS (broker non-votes: 1,660,378).
  • Auditor ratification (Proposal 3): 27,832,434 FOR; 809,166 AGAINST; 21,049 ABSTENTIONS.
  • 2026 Long-Term Omnibus Incentive Plan (Proposal 4): 26,214,589 FOR; 763,457 AGAINST; 24,225 ABSTENTIONS (broker non-votes: 1,660,378).
  • Broker non-votes totaled 1,660,378 (about 1.66 million shares, roughly 5.4% of shares outstanding).

Why It Matters

  • The re-election of all directors and ratification of PwC mean continuity in Nexstar’s board and audit oversight.
  • Approval of say-on-pay and the 2026 Long-Term Omnibus Incentive Plan gives management the shareholder-backed authority to continue its executive compensation programs and grant long-term equity awards, which can affect future dilution and executive incentives.
  • The vote totals (including ~1.66M broker non-votes) show meaningful shareholder participation and provide a clear record of investor support for the company’s governance and compensation proposals.

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