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Sinclair (SBGI) investors approve directors, executive pay and PwC as auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sinclair, Inc. reported results from its annual stockholder meeting held on June 4, 2026. Stockholders elected nine directors to serve until the 2027 annual meeting, with each nominee receiving more than 250 million votes in favor, including 257,349,912 votes for Laurie R. Beyer.

Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026, with 264,590,910 votes for and 412,936 against. In a non-binding advisory vote, stockholders approved the Company’s executive compensation, with 252,180,048 votes for and 6,673,805 against, plus 57,836 abstentions and 6,132,156 broker non-votes.

Positive

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Negative

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual meeting date June 4, 2026 Date of Sinclair, Inc. annual stockholder meeting
Votes for Laurie R. Beyer 257,349,912 for Director election in Proposal 1
Votes for auditor ratification 264,590,910 for Proposal 2, ratification of PwC for 2026
Votes against auditor ratification 412,936 against Proposal 2, auditor ratification
Votes for say-on-pay 252,180,048 for Proposal 3, non-binding executive compensation vote
Votes against say-on-pay 6,673,805 against Proposal 3, non-binding executive compensation vote
Broker non-votes on Proposal 3 6,132,156 Executive compensation advisory vote
broker non-votes financial
"The table below sets forth the results of the voting for Proposal 3"
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.
independent registered public accounting firm financial
"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
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.
non-binding advisory vote financial
"A Non-Binding Advisory Vote on Our Executive Compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Compensation Discussion and Analysis financial
"as disclosed in the Compensation Discussion and Analysis and the accompanying tables"
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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
 
June 4, 2026
Date of Report (Date of earliest event reported)
 
Sinclair, Inc.
(Exact name of registrant as specified in its charter)
Maryland333-27107292-1076143
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification Number)
 
10706 Beaver Dam Road Hunt Valley, MD  21030
(Address of principal executive offices and zip code)
 
(410) 568-1500
(Registrants' telephone number, including area code)
 
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:
Sinclair, Inc.
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value $ 0.01 per shareSBGIThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.

The annual meeting of stockholders of Sinclair, Inc. (the “Company”) was held on June 4, 2026. At the meeting, three proposals, as set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) previously filed with the U.S. Securities and Exchange Commission on April 23, 2026 and related materials, were submitted to the stockholders for a vote.

Proposal 1: Election of Nine Directors

In response to Proposal 1 as set forth in the Proxy Statement, the stockholders elected all persons nominated to the board of directors of the Company, for a term expiring at the next annual meeting of stockholders in 2027 or until their respective successors have been elected and qualified. The table below sets forth the results of the voting for nominated directors:

Election of DirectorsForAgainst or WithheldBroker Non-Votes
David D. Smith255,063,4103,848,2796,132,156
Frederick G. Smith255,079,6783,832,0116,132,156
J. Duncan Smith255,079,3193,832,3706,132,156
Robert E. Smith252,762,1446,149,5456,132,156
Laurie R. Beyer257,349,9121,561,7776,132,156
Benjamin S. Carson, Sr.257,176,2931,735,3966,132,156
Howard E. Friedman250,945,5787,966,1116,132,156
Daniel C. Keith254,247,1194,664,5706,132,156
Benson E. Legg254,876,0534,035,6366,132,156

Proposal 2: Ratification of Independent Registered Public Accounting Firm

In response to Proposal 2 as set forth in the Proxy Statement, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. The table below sets forth the results of the voting for Proposal 2:

ForAgainstAbstainBroker Non-Votes
264,590,910412,93639,999—

Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation

In response to Proposal 3 as set forth in the Proxy Statement, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the Proxy Statement. The table below sets forth the results of the voting for Proposal 3:

ForAgainstAbstainBroker Non-Votes
252,180,0486,673,80557,8366,132,156

Item 9.01 Financial Statements and Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE


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.

SINCLAIR, INC.


By: /s/ David R. Bochenek
        
Name:    David R. Bochenek
Title:    Senior Vice President / Chief Accounting Officer
Dated: June 5, 2026


Source: View Original Filing on SEC EDGAR

FAQ

What did Sinclair (SBGI) stockholders decide at the June 4, 2026 annual meeting?

Stockholders elected nine directors, ratified the independent auditors, and approved executive compensation on an advisory basis. All three proposals received strong majority support, confirming the existing board composition, the choice of PricewaterhouseCoopers LLP, and the current executive pay program.

Were all Sinclair (SBGI) director nominees elected at the 2026 annual meeting?

Yes, all nine director nominees were elected for terms expiring at the 2027 annual meeting. Each received over 250 million votes in favor, with individual "for" totals ranging from 250,945,578 to 257,349,912, plus separate broker non-votes reported for each nominee.

Did Sinclair (SBGI) stockholders ratify PricewaterhouseCoopers as auditor for 2026?

Yes, stockholders ratified PricewaterhouseCoopers LLP as Sinclair’s independent auditors for the fiscal year ending December 31, 2026. Voting results were 264,590,910 shares for, 412,936 against, and 39,999 abstaining, with no broker non-votes reported for this proposal.

How did Sinclair (SBGI) stockholders vote on executive compensation in 2026?

Stockholders approved Sinclair’s named executive officer compensation on a non-binding advisory basis. The vote totaled 252,180,048 shares for, 6,673,805 against, and 57,836 abstentions, with 6,132,156 broker non-votes, covering the pay program described in the Compensation Discussion and Analysis.

When was Sinclair’s 2026 annual meeting of stockholders held?

The annual meeting of Sinclair, Inc. stockholders was held on June 4, 2026. At that meeting, investors voted on electing nine directors, ratifying the independent auditors for 2026, and approving the company’s executive compensation program on a non-binding advisory basis.

Filing Exhibits & Attachments

4 documents

Other Documents