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$SBGI·8-K

Sinclair, Inc. · Jun 5, 8:01 AM ET

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Sinclair, Inc. 8-K

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Sinclair, Inc. Reports 2026 Annual Meeting Results; Directors Re-Elected

What Happened
Sinclair, Inc. (SBGI) filed an 8-K on June 5, 2026 reporting the results of its annual meeting of stockholders held June 4, 2026. All nine nominated directors were elected to serve until the 2027 annual meeting. Stockholders also ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved, on a non-binding advisory basis, the company’s executive compensation disclosures.

Key Details

  • Meeting date and filing: Annual meeting held June 4, 2026; Form 8-K filed June 5, 2026 (signed by David R. Bochenek, SVP & Chief Accounting Officer).
  • Directors elected (For / Against or Withheld / Broker non-votes = 6,132,156 in each director vote):
    • David D. Smith: 255,063,410 For; 3,848,279 Against/Withheld
    • Frederick G. Smith: 255,079,678 For; 3,832,011 Against/Withheld
    • J. Duncan Smith: 255,079,319 For; 3,832,370 Against/Withheld
    • Robert E. Smith: 252,762,144 For; 6,149,545 Against/Withheld
    • Laurie R. Beyer: 257,349,912 For; 1,561,777 Against/Withheld
    • Benjamin S. Carson, Sr.: 257,176,293 For; 1,735,396 Against/Withheld
    • Howard E. Friedman: 250,945,578 For; 7,966,111 Against/Withheld
    • Daniel C. Keith: 254,247,119 For; 4,664,570 Against/Withheld
    • Benson E. Legg: 254,876,053 For; 4,035,636 Against/Withheld
  • Auditor ratification (Proposal 2): PricewaterhouseCoopers LLP ratified — 264,590,910 For; 412,936 Against; 39,999 Abstain.
  • Advisory vote on executive compensation (Proposal 3, non-binding): 252,180,048 For; 6,673,805 Against; 57,836 Abstain; broker non-votes 6,132,156.

Why It Matters
These results confirm board continuity for Sinclair through 2027 and keep PwC as the company’s auditor for the upcoming fiscal year. The adviser (non-binding) approval of executive compensation indicates shareholder support for the disclosed pay practices, though the vote is advisory and does not change compensation automatically. Investors often watch director vote margins and auditor ratification votes for governance signals; Howard E. Friedman received the largest dissent among nominees (about 7.97 million votes against), which is a notable detail for governance-focused shareholders.

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