Sinclair Inc

This proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s named executive officer compensation as disclosed in the Compensation Discussion and Analysis and related tables. Management is submitting the advisory vote to provide stockholders with a vehicle to express their views on the design and levels of executive pay, and to inform the Compensation Committee and Board in shaping future pay practices. The proxy disclosure frames executive compensation as designed to attract and retain executive talent, align management incentives with long-term stockholder interests, and tie pay to both company-wide financial metrics (notably Adjusted EBITDA and Unlevered Adjusted Free Cash Flow) and stock-performance measures (absolute stock price change and relative total shareholder return). The Board recommends a vote "FOR," citing that compensation policies support long-term success and that the Compensation Committee continually reviews programs to align with stockholder interests and market practices. The Company discloses a mix of cash bonuses, long-term equity (restricted stock, SARs, RSUs), and multi-metric performance goals; the Compensation Committee retains discretion to adjust awards and to consider special circumstances. Because the vote is advisory, it will not itself change pay arrangements, but the Board states it will consider the results in future compensation decisions; historically (96% approval in 2025) management treats strong say-on-pay support as endorsement of its approach. Investors should weigh that endorsement against governance context: Sinclair is a Controlled Company (the Smith brothers hold >50% voting power and vote as a bloc), which may limit the practical influence of unaffiliated shareholders on governance outcomes despite the advisory vote. The proposal presents standard say-on-pay considerations: alignment of pay and performance via specified metrics, the role of independent committee oversight, and potential investor scrutiny of pay given concentrated insider control and the sizable long-term incentives and severance protections disclosed for named executives.

This is a catch-all item authorizing consideration of any other matters properly brought before the meeting that are not specifically enumerated in the notice. It permits the Board and management to use proxies to vote on unforeseen or procedural proposals presented at the meeting in accordance with the proxy card and their best judgment, subject to applicable rules and the Company’s governing documents. The proxy statement notes that if a stockholder or the Company properly presents other proposals at the meeting, the Company will use submitted proxies to vote shares in its best judgment, which effectively grants discretionary authority to management for unspecified matters unless otherwise instructed. Because no specific other proposals are disclosed in the proxy materials, stockholders cannot evaluate substantive impacts in advance; any such matters could range from routine procedural votes to ad hoc proposals introduced by stockholders or management. Stockholders should be aware that brokers generally cannot exercise discretion on certain matters (e.g., director elections or the advisory say-on-pay) absent instructions, and that broker non-votes and abstentions will be treated as described in the proxy statement. There is no board recommendation provided for this catch-all item in the proxy materials, so voting guidance will depend on the nature of any matter presented and on any subsequent communications to stockholders or meeting announcements.