Gray Media (GTN) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to elect ten directors, approve an amended equity plan, and ratify the external auditor for 2025.

• Shareholders of record as of March 7, 2025, are eligible to vote, with Class A shares carrying ten votes each and common shares one vote each.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or in person.

Voting matters and shareholder proposals

• Proposals include: (1) election of ten directors, (2) approval of an amendment to the 2022 Equity and Incentive Compensation Plan to increase authorized shares, and (3) ratification of RSM US LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by November 27, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of ten members, with a mix of executive and independent directors; diversity in gender and ethnicity is noted.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

• Lead Independent Director presides over executive sessions and coordinates with the Executive Chairman.

• Code of Ethics and governance documents are available online.