Shareholder Outreach

 

In the first quarter of 2021, members of senior management, with support from third party consultants (JCIR and Innisfree), contacted the Company’s top 29 non-affiliated stockholders to offer them an opportunity to provide feedback regarding the Company’s recent and ongoing corporate governance, social responsibility and environmental initiatives (hereinafter collectively referred to as “ESG”) as well as any other issues important to shareholders. These stockholders control approximately 67% of the voting shares of Nexstar as of December 31, 2020. Of the 29 stockholders, conference calls were conducted with 20 stockholders who collectively held approximately 48% of the Company’s voting shares. The remaining nine stockholders, who collectively held approximately 19% of the Company’s voting shares, either did not require ESG calls, did not respond to our invitations for an ESG call or do not engage with company management about ESG matters. In these stockholder engagement efforts, we attempted to reach individuals responsible for executive pay and governance-related decisions within each investor organization. Our President, Chief Operating Officer and Chief Financial Officer and Executive Vice President, General Counsel and Secretary participated in these conference calls and discussed matters on ESG and executive compensation. The Chairman of the Company’s Compensation Committee participated on calls with nine of the Company’s thirteen largest institutional investors.

The majority of the investors commented positively on the opportunity to furnish input on ESG, compensation related issues and other items of importance to them. Common themes expressed by the surveyed stockholders were an appreciation for the work of the Company’s executives related to M&A and capital allocation, operating performance of the Company and the returns generated for stockholders. The investors also provided positive feedback on our commitment to good governance, including our move from plurality voting to majority voting, the removal of automatic pay increases in compensation of our NEOs for new employment contracts, the addition of a new independent director who adds media and media distribution expertise to the Board as well as gender and ethnic diversity, our disclosures of human capital management and our Chief Executive Officer’s alignment with our stockholders (Mr. Sook is the fourth largest stockholder, inclusive of Class A Common Stock and outstanding stock options).

Below is a summary of the recurring recommendations we received through our 2021 outreach involving ESG and our responses:

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