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

Executive summary

• The annual meeting is scheduled for May 5, 2025, with four main proposals: election of directors, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of an amendment to the 2023 Long-Term Incentive Plan.

• Proxy materials are primarily delivered via the Internet to expedite receipt, reduce costs, and conserve resources.

• Holders of Class A Common Shares and Common Voting Shares have distinct voting rights, with quorum requirements for both classes.

Voting matters and shareholder proposals

• Proposal 1: Election of 11 directors, with three elected by Class A Common Shares and eight by Common Voting Shares.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proposal 3: Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).

• Proposal 4: Approval of Amendment No. 2 to the 2023 Long-Term Incentive Plan, increasing share reserve by 15 million shares and allowing shares withheld for taxes to be re-credited.

• The Scripps Family Agreement signatories have pre-approved all proposals and director nominees.

Board of directors and corporate governance

• The board consists of 11 directors with diverse backgrounds and an average tenure of 7.4 years; seven new directors have joined since 2018.

• All directors except the CEO are independent under Nasdaq standards.

• The board has executive, audit, compensation & talent management, and nominating & governance committees, each with defined charters and annual self-assessments.

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

• Director compensation includes cash and equity components, with stock ownership guidelines and deferred compensation options.