Gray Media (NYSE: GTN) holders approve directors, pay and RSM auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Gray Media, Inc. reported the results of its 2026 Annual Meeting of Shareholders held on May 6, 2026. Shareholders elected all nominated directors to serve until the 2027 annual meeting or until successors are elected and qualified.

Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers and ratified the appointment of RSM US LLP as Gray Media’s independent registered public accounting firm for 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 138,523,245 votes Say-on-pay votes against: 14,374,594 votes Say-on-pay abstentions: 130,827 votes +5 more

8 metrics

Say-on-pay votes for 138,523,245 votes Non-binding advisory approval of executive compensation

Say-on-pay votes against 14,374,594 votes Non-binding advisory approval of executive compensation

Say-on-pay abstentions 130,827 votes Non-binding advisory approval of executive compensation

Broker non-votes on pay 25,487,073 votes Executive compensation advisory proposal

Auditor ratification votes for 177,363,790 votes Ratification of RSM US LLP for 2026

Auditor ratification votes against 1,078,464 votes Ratification of RSM US LLP for 2026

Auditor ratification abstentions 73,485 votes Ratification of RSM US LLP for 2026

Example director votes for 149,824,872 votes Election of director nominee Hilton H. Howell, Jr.

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, Annual Meeting of Shareholders

4 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"held its 2026 Annual Meeting of Shareholders (the "Annual Meeting")"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

05/06/2026 - 04:40 PM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 6, 2026 (May 6, 2026)

Gray Media, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia	001-13796	58-0285030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4370 Peachtree Road, NE, Atlanta, Georgia		30319
(Address of Principal Executive Offices)		(Zip Code)

404-504-9828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock (no par value)	GTN.A	New York Stock Exchange
common stock (no par value)	GTN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 6, 2026, Gray Media, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). The results of voting on the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting were as follows:

Proposal No. 1 (Election of Directors):

Nominee	Votes For		Votes Withheld		Broker Non-Votes

Hilton H. Howell, Jr.		149,824,872		3,203,794		25,487,073
Howell W. Newton		131,846,447		21,182,219		25,487,073
Richard L. Boger		132,410,496		20,618,170		25,487,073
Luis A. Garcia		149,732,111		3,296,555		25,487,073
Richard B. Hare		121,849,008		31,179,658		25,487,073
Robin R. Howell		149,842,359		3,186,307		25,487,073
Donald P. LaPlatney		149,860,542		3,168,124		25,487,073
Lorraine McClain		134,425,816		18,602,850		25,487,073
Paul H. McTear		149,726,438		3,302,228		25,487,073
Sterling A. Spainhour Jr.		134,410,362		18,618,304		25,487,073

Each of the directors listed above were elected at the Annual Meeting to serve as directors of the Company until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers):

Votes For			Votes Against			Abstain			Broker Non-votes
138,523,245			14,374,594			130,827			25,487,073

Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2026):

Votes For			Votes Against			Abstain
177,363,790			1,078,464			73,485

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Gray Media, Inc.

May 6, 2026	By:	/s/ Jeffrey R. Gignac
		Name:	Jeffrey R. Gignac
		Title:	Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Gray Media, Inc. (GTN) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing the full slate of director nominees, approving on a non-binding advisory basis executive compensation, and ratifying the appointment of RSM US LLP as the independent registered public accounting firm for 2026.

Were all director nominees elected at Gray Media, Inc. (GTN)’s 2026 annual meeting?

Yes. Each named director nominee, including Hilton H. Howell, Jr. and other board members, received more votes "For" than "Withheld" and was elected to serve until the 2027 Annual Meeting of Shareholders or until a successor is duly elected and qualified.

How did Gray Media, Inc. (GTN) shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of the company’s named executive officers on a non-binding advisory basis, with 138,523,245 votes "For," 14,374,594 "Against," 130,827 "Abstain," and 25,487,073 broker non-votes recorded for this advisory say-on-pay proposal.

Which audit firm did Gray Media, Inc. (GTN) shareholders ratify for 2026?

Shareholders ratified the appointment of RSM US LLP as the independent registered public accounting firm for 2026, with 177,363,790 votes "For," 1,078,464 "Against," and 73,485 "Abstain," confirming RSM US LLP’s role as external auditor for that year.

When and where was Gray Media, Inc. (GTN)’s 2026 annual meeting held?

The 2026 Annual Meeting of Shareholders was held on May 6, 2026. The company’s principal executive offices are located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319, which anchors its corporate presence disclosed alongside the meeting results.

Filing Exhibits & Attachments

4 documents