Stockholder Outreach

We are committed to regularly and actively engaging with our investors to ensure that their perspectives on corporate governance and other issues are thoughtfully considered. In the first quarter of 2024, we contacted our 27 largest stockholders as reported to the SEC (including 26 non-affiliated institutional investors and one affiliated investor) in connection with year-end 2023 filings for our institutional investors, representing an estimated 73% of our shares outstanding as of December 31, 2023, to offer a call with members of senior management as well as a member of the Compensation Committee of the Board of Directors (as schedules permitted) to review the Company’s ongoing corporate governance, social responsibility and environmental activities (hereinafter collectively referred to as “ESG”) as well other issues important to stockholders. Stockholders representing approximately 48% of the shares held by our top 27 stockholders participated in calls (with one participating in an ad hoc call regarding these topics in October 2023). We report the results of our annual stockholder outreach initiative to the Company’s Board of Directors, and the Board of Directors and management review and use the results to inform future ESG initiatives.

• Based on prior calls and our own initiatives, we continue to further improve our corporate governance and other social and environmental policies and activities, including:
• Adoption of a policy separating the roles of Chairperson of the Board of Directors and Chief Executive Officer of the Company which will take effect after Nexstar’s Founder, Chairman, and Chief Executive Officer Perry Sook leaves the Company and the Board,
• Declassification of the Board of Directors beginning on the 2024 annual meeting of stockholders,
• Ongoing board refreshment: Bernadette Aulestia added in 2021, Tony Wells in 2023 and search underway to replace retiring director I. Martin Pompadur,
• Making available on our website in 2024, our most recent (2023) ESG report⁽¹⁾ summarizing our ESG policies and initiatives and with disclosures informed by the Sustainability Accounting Standards Board (SASB) disclosure standard for the Media & Entertainment industry,
• Establishing a clawback policy in 2023 that applies to members of the senior management team,
• Making available on our website our most recent EEO-1 report,
• Ongoing process to collect data regarding carbon emissions, and
• Continuing to support journalistic integrity and unbiased, fact-based journalism as a fundamental tenet of our news operations.

The feedback we received on the calls this year was positive about the Company’s ongoing progress on its ESG initiatives. In particular, stockholders commented that they were pleased with the ongoing progress of Board diversity, the declassification of the Board, the new policy regarding separation of Chairperson and Chief Executive Officer, and our general stockholder-friendly structure of a single class of voting stock. Certain stockholders commented that they would like to see increased gender diversity on our Board of Directors and would like to see the Board of Directors appoint a Lead Independent Director while the Chairperson and the Chief Executive Officer are the same and/or the Chairperson is not independent. 

(1) The information contained on or accessible through our website, including the 2023 ESG Report and any EEO-1 reports, is not incorporated by reference into this Proxy Statement or any of our other filings with the SEC or considered to be part of this document.

We maintain an active and accessible investor relations function. In 2023, we participated in 19 investor conferences and organized group investor meetings and met with over 610 investors in total at these meetings. In addition, we maintain an active dialogue with research analysts and investors on an ad hoc basis throughout the year.