UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant x
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
Nexstar Media Group, Inc.
(Name of Registrant as Specified in Its Charter)
Communications Workers of America
SOC Investment Group
Charles Braico
Nell Geiser
Zane Farr
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
March 9, 2026
CWA Union Notifies Nexstar of Plan to Undertake Independent Solicitation
of Shareholders for Governance Reforms
| ● | Calls for adoption of governance proposals to bring Nexstar in line with best practices |
| ● | Urges shareholders to take critical view of merger-driven strategy |
Washington – The Communications Workers of America (CWA), a shareholder
of Nexstar Media Group (Nasdaq: NXST) (“Nexstar” or the “Company”), today announced it has notified Nexstar of
its intent to solicit shareholders in support of five governance proposals at the upcoming 2026 Annual Meeting of Shareholders (the “Annual
Meeting”).
The National Association of Broadcast Employees and Technicians (NABET-CWA), which represents workers at Nexstar-owned television stations,
is a long-term stakeholder in the Company and seeks to improve governance so local TV stations can survive and thrive in the future. NABET-CWA
President Charlie Braico stated:
“Nexstar’s board lacks independent leadership
from Chair and CEO Perry Sook, contributing to a record of governance problems that are harmful to shareholders. Despite strong shareholder
support for an independent board chair, the company has delayed implementation of this policy as a condition of its employment agreement
with Sook and the board has not even appointed a lead independent director. Now company leadership is engaged in empire-building through
the proposed TEGNA transaction to the detriment of shareholders. These management problems extend to labor relations as well – Nexstar
has repeatedly engaged in frivolous appeals, wasting resources rather than complying with administrative and court decisions requiring
it to recognize its workers’ unions at multiple locations. By advancing an independent solicitation, we can ensure shareholders
are afforded their right to a voice on the Company’s governance shortcomings.”
The proposals are:
| 1. | Resolved: Stockholders request the Board of Directors to take the steps to adopt a “proxy access” bylaw provision to require
that the Company include stockholder-nominated candidates in the Company’s proxy materials for up to 20 percent of the seats
on the Board of Directors so long as the nominating stockholder (or a group of up to 20 stockholders) has beneficially owned at least
3 percent of Company’s outstanding shares continuously for at least three years. |
| 2. | Resolved: Stockholders request that the Board of Directors take the necessary steps to amend the Company’s certificate of incorporation
and bylaws as necessary to grant holders of at least 15 percent of outstanding common stock combined the power to call a special meeting
of stockholders. |
| 3. | Resolved: Stockholders request that the Board of Directors take the necessary steps to adopt a “poison pill” bylaw provision
to require that any rights plan be submitted to a stockholder vote within one year of being adopted, extended, or renewed by the Board
of Directors. |
| 4. | Resolved: Stockholders request that the Board of Directors adopt a policy that the Board Chair shall be an independent director who
has not previously served as an executive officer of the Company. This policy should be implemented to the maximum extent feasible, and
in situations where the Board of Directors is unable to appoint an independent Board Chair, the Board of Directors shall appoint a lead
independent director who has not previously served as an executive officer of the Company. This policy should be implemented so as not
to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The policy should also specify
the process for selecting a new independent Chair if the current Chair ceases to be independent between annual meetings of shareholders.
Compliance with the policy may be excused if an independent director is not available or willing to serve as Board Chair. |
| 5. | Resolved: Stockholders urge the Board of Directors to take the necessary steps to adopt a “major transactions stockholder approval”
amendment to the Company’s certificate of incorporation that requires the Company to obtain stockholder approval of any merger or
acquisition prior to closing, when the value of that transaction exceeds 20 percent of the Company’s market capitalization. |
DISCLAIMER
This material does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this
press release and the material contained herein are for general information only, and are not intended to provide investment advice.
All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events
are “forward-looking statements,” which are not guarantees of future performance or results, and the words “will,”
“anticipate,” “believe,” “expect,” “potential,” “could,” “opportunity,”
“estimate,” and similar expressions are generally intended to identify forward-looking statements. Any projected results
and/or statements contained in this press release that are not historical facts are based on current expectations, speak only as of the
date of this press release and involve risks that may cause the actual results to be materially different. Certain information included
in this press release is based on data obtained from sources considered to be reliable. No representation is made with respect to the
accuracy or completeness of such data, and any analyses provided to assist the recipient of this press release in evaluating the matters
described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce
different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction
of future results. Any figures are unaudited estimates and subject to revision without notice. CWA disclaims any obligation to update
the information herein and reserve the right to change any of their opinions expressed herein at any time as they deem appropriate. Past
performance is not indicative of future results.
IMPORTANT INFORMATION
CWA, SOC Investment Group, Charles Braico, Nell Geiser, and Zane
Farr (collectively, the “Participants”) intend to file a definitive proxy statement and accompanying proxy card (the “Proxy
Statement”) with the SEC to be used to solicit proxies in connection with the 2026 annual meeting of shareholders (the “Annual
Meeting”) of Nexstar Media Group (the “Company”). All shareholders of the Company are advised to read the Proxy Statement
and other documents related to the solicitation of proxies, each in connection with the Annual Meeting, by the Participants when they
become available, as they will contain important information, including additional information related to the Participants. The Proxy
Statement and an accompanying BLUE proxy card will be furnished to some or all of the Company’s stockholders and will be, along
with other relevant documents, available at no charge from CWA by writing to CWA at 501 Third Street, NW, Washington, DC 20001 and on
the SEC website at http://www.sec.gov.
Information about the Participants and a description of their direct
or indirect interests by security holdings or otherwise is contained in Exhibit 2 to the Schedule 14A to be filed by the Participants
with the SEC on or about March 30, 2026. This document is available free of charge from the sources described above.
Contacts
Investor Contact – Nell Geiser, Director of Research, Communications
Workers of America, ngeiser@cwa-union.org
Media Contact – Moira Bulloch, Director of Communications, Communications
Workers of America, mbulloch@cwa-union.org
