Item 7.01. Regulation FD Disclosure.
Nexstar Media Group, Inc. (the "Company" or "Nexstar") is filing this Current
Report on Form 8-K in connection with the updated analysis and vote
recommendations published by Institutional Shareholder Services Inc. ("ISS") in
its Proxy Alert report (the "Proxy Alert report") on May 20, 2020. The ISS'
Proxy Alert report now recommends that Nexstar stockholders vote "FOR" all of
the following proposals included in Nexstar's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 29, 2020 and
furnished on or about May 4, 2020 to the Company's stockholders of record as of
April 22, 2020:
• Proposal 1 - The election of Dennis A. Miller, John R. Muse and I. Martin
Pompadur as Class II Directors for a term of three years beginning on the
Annual Meeting of Stockholders on June 3, 2020.
• Proposal 2 - The ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent registered public accounting firm for the year
ending December 31, 2020.
• Proposal 3 - The approval, by advisory vote, of the Company's compensation
for its named executive officers.
Previously, ISS did not support (i) the election of Dennis A. Miller, who is a
member of the Company's Compensation Committee, as a Class II Director and (ii)
the advisory vote on compensation of the Company's named executive officers. On
May 18, 2020, Nexstar filed a Current Report on Form 8-K announcing that the
Company's Compensation Committee has committed to subsequently no longer approve
employment agreements contractually requiring annual salary increases or
specific pay levels for guaranteed payment of any element of variable
compensation for multiple years of a contractual period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses