---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-029049"
form_type: "8-K"
ticker: "NXST"
cik: "0001142417"
company_name: "NEXSTAR MEDIA GROUP, INC."
filed_at: "2023-06-21T23:59:59+00:00"
generated_at: "2026-06-13T19:43:56.507576+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Nexstar declassifies board, adopts exclusive forum and officer exculpation in charter amendment

## Summary
- Stockholders approved amendments on June 15, 2023; filed with Delaware on June 20, 2023.
- Board declassified: all directors will be elected annually.
- Federal district courts designated exclusive forum for Securities Act claims unless company consents otherwise.
- Certain officers granted exculpation from liability in specific circumstances under Delaware law.
- Outdated and ineffective provisions removed from certificate of incorporation.

## SEC filing metadata
- accession: 0000950170-23-029049
- form_type: 8-K
- ticker: NXST
- cik: 0001142417
- company_name: NEXSTAR MEDIA GROUP, INC.
- filed_at: 2023-06-21T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1142417/000095017023029049/0000950170-23-029049-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1142417/000095017023029049/nxst-20230620.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-029049
- JSON: https://secwatch.observer/filing/0000950170-23-029049.json
- Plain text: https://secwatch.observer/filing/0000950170-23-029049.txt

## Key facts
- Governance Changes
  NEXSTAR MEDIA GROUP, INC.: Amended certificate of incorporation to declassify board, provide exclusive federal forum for Securities Act claims, exculpate officers, and eliminate obsolete provisions (effective 2023-06-20).
  - Change: charter amendment
  - Effective: 2023-06-20
  source text: As previously announced, at the 2023 Annual Meeting of Stockholders of Nexstar Media Group, Inc. (the “Company”) on June 15, 2023, the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation 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 (the “Amendments”). On June 20, 2023, the Company filed the Certificate of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the above Amendments, which became effective immediately upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1142417/000095017023029049/0000950170-23-029049-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.