Nexstar Media Shareholders Approve Declassification of Board Of Directors

Nexstar Media Group today announced that at its 2023 Annual Shareholders’ Meeting June 15 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.