Gray Media (GTN) Proxy Filing summary

Voting matters and shareholder proposals

• Clarifies voting requirements for Proposal 2, which seeks approval of the amendment and restatement of the 2022 Equity and Incentive Compensation Plan.

• Proposal 2 passes if votes in favor exceed votes against; abstentions and broker non-votes are not counted as votes cast and have no effect on the outcome.

• Proposal 2 is classified as a non-routine matter, requiring shareholders to instruct their bank or broker to vote.

• If Proposal 2 is not approved, no additional equity awards can be granted under the 2022 Plan, but alternative compensation plans may be considered.

Executive compensation and say-on-pay

• Proposal 2 concerns amending and restating the 2022 Equity and Incentive Compensation Plan, impacting future equity awards.

• Failure to approve Proposal 2 restricts the ability to grant further equity awards under the current plan.

Board of directors and corporate governance

• The Board of Directors recommends a vote in favor of Proposal 2 regarding the amended compensation plan.

• Proxies not specifying a vote will be cast in favor of Proposal 2 as recommended by the Board.