All 2026 Nexstar (NASDAQ: NXST) proposals win shareholder approval

Rhea-AI Filing Summary

Nexstar Media Group, Inc. reported that shareholders approved all proposals at the 2026 Annual Meeting. Of 30,538,965 common shares outstanding as of April 20, 2026, 28,662,649 shares were present or represented by proxy, establishing a quorum.

All nine director nominees received majority support, with most candidates receiving over 24 million votes in favor. Shareholders also approved, on an advisory basis, the compensation of named executive officers, ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved the 2026 Long-Term Omnibus Incentive Plan.

8-K Event Classification

3 items: 5.07, 7.01, 9.01

3 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 30,538,965 shares Shares represented: 28,662,649 shares Say-on-pay support: 25,392,200 votes for +4 more

7 metrics

Shares outstanding 30,538,965 shares Common Stock outstanding as of April 20, 2026 record date

Shares represented 28,662,649 shares Shares present or represented by proxy and voted at the meeting

Say-on-pay support 25,392,200 votes for Advisory vote on executive compensation for year ended December 31, 2025

Auditor ratification support 27,832,434 votes for Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Incentive plan approval 26,214,589 votes for Approval of 2026 Long-Term Omnibus Incentive Plan

Director support example 26,861,174 votes for Votes for director nominee Tony Wells

Quorum percentage Approx. 93.9% of shares 28,662,649 of 30,538,965 shares represented at meeting

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, 2026 Long-Term Omnibus Incentive Plan, +1 more

5 terms

broker non-votes financial

"ABSTENTIONS | | | BROKER NON-VOTES 25,392,200 | | | 1,563,609 | | | | 46,462 | | | | 1,660,378"

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.

advisory vote financial

"The voting results of the proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 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.

2026 Long-Term Omnibus Incentive Plan financial

"The voting results of the proposal to approve the 2026 Long-Term Omnibus Incentive Plan were as follows"

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On June 16, 2026, the Company announced that at its Meeting, stockholders voted"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001142417false00011424172026-06-162026-06-16

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): June 16, 2026

Nexstar Media Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-50478	23-3083125
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
545 E. John Carpenter Freeway, Suite 700 Irving, Texas  (Address of Principal Executive Offices)		75062 (Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 373-8800

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:

☐ 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
Common Stock		NXST		NASDAQ Global Select Market

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.

Nexstar Media Group, Inc. (the “Company” or “Nexstar”) held its Annual Meeting of Stockholders (the “Meeting”) on June 16, 2026. A total of 30,538,965 shares of Common Stock were issued and outstanding as of the record date of the Meeting, April 20, 2026, and a total of 28,662,649 shares were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting, as described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “2026 Proxy Statement”).

Proposal 1

The voting results of the proposal to elect nine nominees to each serve as director until the 2026 annual meeting of stockholders were as follows:

	FOR		AGAINST		ABSTENTIONS		BROKER NON-VOTES
Perry A. Sook	26,191,038		796,925		14,308		1,660,378
Geoff Armstrong	24,856,702		2,130,552		15,017		1,660,378
Bernadette S. Aulestia	26,887,852		97,771		16,648		1,660,378
Jay M. Grossman	22,231,210		4,756,033		15,028		1,660,378
Ellen Johnson	26,767,886		218,547		15,838		1,660,378
C. Thomas McMillen	25,591,338		1,391,724		19,209		1,660,378
Lisbeth McNabb	24,534,861		2,448,627		18,783		1,660,378
John R. Muse	22,260,293		4,721,383		20,595		1,660,378
Tony Wells	26,861,174		126,156		14,941		1,660,378

Proposal 2

The voting results of the proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers for the year ended December 31, 2025 as reported in the Company’s 2026 Proxy Statement, were as follows:

FOR		AGAINST				ABSTENTIONS				BROKER NON-VOTES
25,392,200			1,563,609				46,462				1,660,378

Proposal 3

The voting results of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 were as follows:

FOR		AGAINST				ABSTENTIONS
27,832,434			809,166				21,049

Proposal 4

The voting results of the proposal to approve the 2026 Long-Term Omnibus Incentive Plan were as follows:

FOR		AGAINST				ABSTENTIONS				BROKER NON-VOTES
26,214,589			763,457				24,225				1,660,378

Item 7.01. Regulation FD Disclosure.

On June 16, 2026, the Company announced that at its Meeting, stockholders voted to elect all nominees up for election to Nexstar’s Board of Directors, affirm the executive compensation of the Company’s named executive officers, ratify PricewaterhouseCoopers LLP as Nexstar’s registered public accounting firm for the fiscal year ending December 31, 2026 and approve the 2026 Long-Term Omnibus Incentive Plan. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information included under this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall

not be deemed “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of Nexstar Media Group, Inc. dated June 16, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	NEXSTAR MEDIA GROUP, INC.
	By:	/s/ Lee Ann Gliha
Date: June 16, 2026	Name:	Lee Ann Gliha
	Title:	Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT 99.1

NEXSTAR MEDIA GROUP SHAREHOLDERS APPROVE ALL

PROPOSALS AT 2026 ANNUAL SHAREHOLDER MEETING

IRVING, Texas (June 16, 2026) – Nexstar Media Group, Inc. (NASDAQ: NXST) (“Nexstar” or “the Company”) announced that at its 2026 Annual Shareholders’ Meeting shareholders voted to:

•Elect all nominees to Nexstar’s Board of Directors;

•Affirm the executive compensation of the Company’s Named Executive Officers;

•Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026; and,

•Approve the 2026 Long-Term Omnibus Incentive Plan.

The official voting results for each proposal voted on by shareholders is being filed with the Securities and Exchange Commission at www.sec.gov.

About Nexstar Media Group, Inc.

Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms. For more information, please visit nexstar.tv.

Investor Contacts:

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com

Media Contact:

Gary Weitman

EVP and Chief Communications Officer

972/373-8800

gweitman@nexstar.tv

# # #

FAQ

What did Nexstar (NXST) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing nine directors, affirming executive compensation, ratifying PricewaterhouseCoopers LLP as auditor for 2026, and approving the 2026 Long-Term Omnibus Incentive Plan.

How many Nexstar (NXST) shares were represented at the 2026 shareholder meeting?

A total of 28,662,649 shares were present or represented by proxy and voted at the meeting, out of 30,538,965 common shares outstanding on the April 20, 2026 record date.

Were Nexstar Media Group director nominees elected at the 2026 meeting?

Yes. All nine director nominees were elected, each receiving a majority of votes cast, with most nominees receiving over 24 million votes in favor and relatively low opposition or abstentions.

Did Nexstar (NXST) shareholders approve executive compensation in 2026?

Yes. Shareholders approved, on an advisory basis, the compensation of Nexstar’s named executive officers, with 25,392,200 votes for, 1,563,609 against, 46,462 abstentions, and 1,660,378 broker non-votes.

Who is Nexstar’s independent auditor for the year ending December 31, 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm for the year ending December 31, 2026, with 27,832,434 votes for, 809,166 against, and 21,049 abstentions.

What is Nexstar’s 2026 Long-Term Omnibus Incentive Plan and was it approved?

Shareholders approved the 2026 Long-Term Omnibus Incentive Plan, which governs long-term equity and incentive awards, with 26,214,589 votes for, 763,457 against, 24,225 abstentions, and 1,660,378 broker non-votes.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 12.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.4 KB