Nexstar Media Group (NXST) Proxy filing summary

Executive summary

• Celebrating its 30th anniversary, the company remains the largest employer of local journalists in the U.S., emphasizing local news and public service amid industry transformation and technological change.

• In 2025, it received 531 journalism awards and completed the $6.2 billion acquisition of TEGNA, expanding its scale and reach.

• Achieved $4.9 billion in net revenue, $1.6 billion in Adjusted EBITDA, and $829 million in Adjusted Free Cash Flow for 2025.

• Returned $351 million to shareholders via stock repurchases and dividends in 2025.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, advisory vote on executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, and approval of the 2026 Long-Term Omnibus Incentive Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine members, eight of whom are independent; all committees are 100% independent.

• Ongoing board refreshment since 2021, with new members added and average attendance at 96% in 2025.

• Policy to separate Chairperson and CEO roles upon current Chair’s departure.

• Directors must own stock equal to 5x annual retainer; all are in compliance.

• No poison pill, single class of stock, and majority voting standards for most amendments.