Stockholder Outreach

 

In the first quarter of 2022, members of senior management, with support from JCIR, a third-party consultant, targeted the Company’s top 24 non-affiliated institutional investors to discuss the Company’s ongoing corporate governance, social responsibility and environmental activities (hereinafter collectively referred to as “ESG”) as well as any other issues important to stockholders. The targeted 24 non-affiliated institutional investors had a combined voting authority of approximately 24.3 million shares, or approximately 59% of the voting shares of Nexstar as of December 31, 2021. Of the 24 institutional investors, conference calls were conducted with 15 who collectively held a combined voting authority of 15 million shares, or approximately 37% of the Company’s voting shares. The remaining nine institutional investors, who collectively held approximately 22% 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. Our President and Chief Operating Officer, Executive Vice President, General Counsel and Secretary and Executive Vice President and Chief Financial Officer participated in these conference calls and discussed matters on ESG and other corporate governance matters. The Chairperson of the Company’s Compensation Committee participated on calls with seven of the Company’s 15 largest institutional investors representing approximately 27% of Nexstar voting shares.

The majority of the investors commented positively on the opportunity to directly discuss with management the Company’s initiatives on ESG 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 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.

Below is a summary of the recurring recommendations we received through our 2022 outreach involving ESG and our responses:

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