The E.W. Scripps Company (SSP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 4, 2026, with shareholders voting on director elections, auditor ratification, executive compensation (say-on-pay), and ratification of a shareholder rights plan adopted in response to an unsolicited acquisition proposal.

• Proxy materials are primarily delivered via the Internet to expedite access, reduce costs, and conserve resources, with options for printed materials upon request.

• The record date for voting is March 10, 2026, with a quorum requiring a majority of both Class A Common Shares and Common Voting Shares.

Voting matters and shareholder proposals

• Four proposals: election of 12 directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and ratification of the shareholder rights plan.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 annual meeting must be received by November 20, 2026, to be included in proxy materials.

Board of directors and corporate governance

• The board expanded to 12 members in 2026, emphasizing a mix of experience and fresh perspectives, with an average tenure of 7.7 years and 8 new directors since 2018.

• All directors except the CEO are independent under Nasdaq standards; all committee members are independent.

• Four standing committees: executive, audit, compensation & talent management, and nominating & governance, each with defined charters and annual self-assessments.

• The board conducts annual self-assessments and uses third-party evaluations periodically.

• The company qualifies as a "controlled company" under Nasdaq rules due to the Scripps Family Agreement but is not currently relying on related exemptions.