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

Executive summary

• The annual meeting is scheduled for May 4, 2026, with shareholders of record as of March 10, 2026, eligible to vote on key proposals including director elections, auditor ratification, executive compensation, and the shareholder rights plan.

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

• A quorum requires a majority of both Class A Common Shares and Common Voting Shares; voting procedures are outlined for both record and beneficial owners.

• Proxy solicitation is managed by the Board, with Broadridge Financial Solutions retained to assist at an estimated cost of $9,500.

Voting matters and shareholder proposals

• Four main proposals: election of 12 directors, ratification of Deloitte & Touche LLP as auditor for 2026, advisory vote on executive compensation (say-on-pay), and ratification of the shareholder rights plan adopted in November 2025.

• The Board recommends a vote “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 is committed to good governance, transparency, and regular director education.

• The Scripps Family Agreement governs voting and transfer of Common Voting Shares, maintaining family control and succession provisions.