Nexstar Media Group, Inc. is making several changes following last week’s 2023 Annual Shareholders’ Meeting. Many of the votes and changes pertain to Nexstar’s Board of Directors and company executives.
First, shareholders voted to amend the company’s Charter, resulting in the declassification of the Board of Directors and the establishment of federal district courts as the exclusive forum for resolving Securities Act complaints, unless the company consents to an alternative forum. The amendment also included provisions for exculpating certain company officers in specific circumstances and eliminating outdated provisions.
Furthermore, all nominees for Nexstar’s Board of Directors were elected by the shareholders. This selection is crucial in determining the strategic direction and decision-making of the company. Additionally, PricewaterhouseCoopers LLP was ratified as Nexstar’s registered public accounting firm for the fiscal year ending December 31, 2023, ensuring the company’s compliance with auditing and financial reporting standards.
Shareholders also affirmed the executive officers’ executive compensation and determined that advisory voting on executive compensation will occur annually. Lastly, a stockholder proposal to require the Chair of the Board to be an independent director with no prior executive officer experience in the company was rejected.
Official voting results for each proposal will be filed with the Securities and Exchange Commission. These results can be accessed on the SEC’s website at www.sec.gov.



