Not independent
Tenure on this board
30.4 yrs
9 nominees · 4 ballot items · contested.
Elect nine directors to serve until 2027; cast an advisory (non-binding) vote on executive compensation; ratify PricewaterhouseCoopers LLP as independent auditors for 2026; and approve the 2026 Long-Term Omnibus Incentive Plan authorizing a new pool of shares and rollover from the Prior Plan.
Elect the nine nominees for director named in this proxy statement to serve until the 2027 annual meeting of stockholders.
An advisory, non-binding vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (a 'say-on-pay' vote).
This proposal asks stockholders to cast an annual advisory (non-binding) vote approving the disclosed compensation of the Company’s Named Executive Officers. Management is using this vote to validate its overall executive compensation philosophy, which combines base salary, a short-term performance-based cash bonus, and long-term equity incentives (time-based RSUs and performance-based PSUs) designed to align executives with long-term stockholder value creation. The Board emphasizes that the vote is advisory but will be considered when setting future pay; this is typical 'say-on-pay' practice and is part of the Company’s engagement and governance framework. Key contextual elements include rigorous performance metrics (Adjusted EBITDA, Net Revenue, Relative TSR and Adjusted Free Cash Flow for LTIP), substantial 'at risk' pay (92% of CEO pay at risk in 2025), clawback policy, anti-hedging/pledging rules, and strengthened stock ownership guidelines. Management highlights recent changes to LTIP structure, PSU measurement periods and vesting, and that the Compensation Committee uses an independent consultant and benchmarking against peers. The Board’s recommendation to vote FOR is supported by the Committee’s view that the program appropriately ties pay to performance, helps retain key talent amid industry transformation (including the TEGNA acquisition), and aligns management incentives with stockholders. Because the vote is non-binding, operational discretion for compensation design remains with the Board and Compensation Committee, but a negative vote would prompt the Company to consider stockholder concerns and potentially modify practices. Overall, the proposal is a governance signal to investors about pay-for-performance alignment and the Board’s willingness to evaluate stockholder feedback.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Approve the Nexstar Media Group, Inc. 2026 Long-Term Omnibus Incentive Plan, which would authorize 2,300,000 new shares for equity awards and roll over up to 202,174 remaining shares from the 2019 Plan, replacing the 2019 Plan.
This management proposal requests shareholder approval of a new omnibus long-term incentive plan that would replenish the Company’s equity award capacity with an initial reserve of 2,300,000 shares and roll forward up to 202,174 unused shares from the 2019 Plan; upon approval the 2019 Plan would be retired. Management frames the Plan as a critical tool to attract, retain and motivate directors, employees and service providers via stock options, SARs, restricted stock, RSUs, performance awards and cash awards. The Company cites a modest burn rate (three‑year average 1.7%) and an overhang that management expects the new reserve to sustain for approximately four years under current practices, while acknowledging that actual duration will depend on unknown future factors (stock price, hiring, grant practices, M&A, forfeitures). Key investor-friendly features highlighted include no evergreen provision, no liberal CIC definition, double-trigger acceleration when awards are not assumed in a change in control, clawback and recoupment in accordance with company policy or law, minimum one-year vesting (with a 5% limited exception), limits on non-employee director compensation, no repricing of options without shareholder approval, and restrictions on dividend equivalents. The proposal is contextualized by recent company actions including the TEGNA acquisition and a compensation program that relies materially on equity (approximately 44% of NEO pay in 2025), meaning ongoing equity capacity is important for retention and alignment. The Board recommends FOR because it believes the Plan balances the Company’s need to grant competitive equity incentives with governance protections that limit dilution and potential abuses. From a governance and investor perspective, the Plan’s structural limits (no evergreen, share recycling rules, minimum vesting, double-trigger protections and clawback) mitigate common concerns, but shareholders should weigh the requested share increment and potential dilution (estimated increase in potential dilution of ~7.5% to a 12.4% total potential dilution if approved) against the Company’s stated talent and integration needs following the TEGNA acquisition. Overall, the proposal is a routine management request to refresh equity capacity with multiple features intended to address typical investor concerns about dilution and change-in-control pay.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.94% | 2,119,477 | $383M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.69% | 1,433,495 | $259M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 4.23% | 1,290,956 | $233M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.21% | 1,285,723 | $232M |
| 5 | LSV ASSET MANAGEMENT | 3.30% | 1,008,316 | $182M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.23% | 986,398 | $178M |
| 7 | Neuberger Berman Group LLC | 2.96% | 904,825 | $164M |
| 8 | STATE STREET CORP | 2.92% | 892,088 | $161M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 2.82% | 862,253 | $156M |
| 10 | BlackRock, Inc. | 2.69% | 822,403 | $149M |
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