--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-028545" form_type: "8-K" ticker: "NXST" cik: "0001142417" company_name: "NEXSTAR MEDIA GROUP, INC." filed_at: "2023-06-16T23:59:59+00:00" generated_at: "2026-06-13T22:20:41.837172+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # Nexstar shareholders approve board declassification and other governance changes ## Summary - 31.2M votes for declassifying the board; 25.5K against; 1.9M broker non-votes. - Directors John R. Muse (27.2M for) and I. Martin Pompadur (18.6M for) elected to Class II. - Shareholders rejected proposal requiring independent board chair (14.1M for, 17.0M against). - Advisory say-on-pay approved (21.2M for, 10.0M against); frequency set to every year. - PwC ratified as auditor for fiscal 2023 with 31.9M for, 1.2M against. ## SEC filing metadata - accession: 0000950170-23-028545 - form_type: 8-K - ticker: NXST - cik: 0001142417 - company_name: NEXSTAR MEDIA GROUP, INC. - filed_at: 2023-06-16T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/nxst-20230615.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-028545 - JSON: https://secwatch.observer/filing/0000950170-23-028545.json - Plain text: https://secwatch.observer/filing/0000950170-23-028545.txt ## Key facts - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Approve, by an advisory vote, the compensation of the Company's named executive officers for the year ended December 31, 2022 at the 2023-06-15 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS BROKER NON-VOTES 21,153,122 9,999,296 65,939 1,909,812 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Elect two nominees to serve as Class II directors for a period of one year at the 2023-06-15 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-15 source text: 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: FOR AGAINST ABSTENTIONS BROKER NON-VOTES John R. Muse 27,179,818 3,998,983 39,556 1,909,812 I. Martin Pompadur 18,611,550 12,551,727 55,080 1,909,812 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders rejected 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 at the 2023-06-15 meeting. - Outcome: failed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS BROKER NON-VOTES 14,122,792 16,991,846 103,718 1,909,813 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to reflect new Delaware law provisions regarding officer exculpation at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS BROKER NON-VOTES 24,880,543 6,243,187 94,627 1,909,812 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to eliminate certain provisions that are no longer effective or applicable at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS BROKER NON-VOTES 31,152,621 17,521 48,215 1,909,812 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Certificate of Incorporation to declassify the Board of Directors at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS BROKER NON-VOTES 31,165,008 25,524 27,824 1,909,813 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Amend the Charter to add a federal forum selection provision at the 2023-06-15 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-15 source text: Proposal 2 The voting results of the proposal to amend the Charter to add a federal forum selection provision were as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES 24,964,165 6,026,677 227,514 1,909,813 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-15 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-15 source text: 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 AGAINST ABSTENTIONS 31,941,734 1,153,495 32,939 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm - Shareholder Votes NEXSTAR MEDIA GROUP, INC. shareholders approved Approve, by an advisory vote, the frequency of future advisory voting on named executive officer compensation at the 2023-06-15 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-15 source text: 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 EVERY 2 YEARS EVERY 3 YEARS ABSTENTIONS BROKER NON-VOTES 27,216,938 2,724,126 1,253,138 24,155 1,909,812 evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023028545/0000950170-23-028545-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.