Gray Media (GTN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 6, 2026, 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 electing ten directors, a non-binding advisory vote on executive compensation, and ratification of RSM US LLP as auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be received by November 26, 2026, for proxy inclusion.

Board of directors and corporate governance

• Ten director nominees, all current directors, are up for election; majority are independent per NYSE standards.

• Board leadership includes an Executive Chairman/CEO and a Lead Independent Director.

• Committees: Audit, Compensation, Nominating and Corporate Governance, and Executive; all committee members are independent except for the Executive Committee.

• Code of Ethics and governance documents are available online.