Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 1, 2022, pursuant to authorization from the Compensation Committee, Nexstar Media Group, Inc. (the "Company") entered into an Amendment to Amended Executive Employment Agreement with Perry A. Sook, the Company's Chairman and Chief Executive Officer (the "Employment Agreement"). The Employment Agreement extends the term of Mr. Sook's employment with the Company from March 1, 2023 until March 31, 2026 (the "Term"), with automatic renewal provided for successive one-year periods, subject to earlier termination under specified circumstances.

Pursuant to the Employment Agreement, during the Term and any subsequent renewal term, Mr. Sook shall be entitled to receive the following base salary:



Period                           Base Salary
March 1, 2023 and thereafter   $    3,000,000

In addition, during the Term and any subsequent renewal term, Mr. Sook will be eligible to receive an annual short-term incentive bonus ("Bonus") in the amount, if any, based on a target of 200% of Mr. Sook's base salary, subject to (i) increase or decrease based on the criteria set forth in the table below and (ii) approval of the Compensation Committee. The Compensation Committee may alter the criteria set forth in the table below as circumstances warrant and in consultation with Mr. Sook.



    Component      Weight   No Payout     Threshold       Target        Maximum
Adjusted EBITDA      35%     <85% of    85% of Target    Budgeted    105% of Target
(a)                           Target                    Target (a)
Net Revenues (a)     35%     <85% of    85% of Target    Budgeted    105% of Target
                              Target                    Target (a)
Individual           30%                        Discretionary
Performance (b)
Payout Opportunity  100%   0% (no Bonus 50% of Target 100% of Target 200% of Target
                             payout)     (e.g., 100%  (e.g. 200% of  (e.g., 400% of
                                           of Base     Base Salary)   Base Salary)
                                           Salary)



a)
As defined in the Employment Agreement.
b)
Individual performance will be earned at the Compensation Committee's discretion
based on Mr. Sook's achievement of the objectives established by Compensation
Committee and/or Board at the beginning of the applicable fiscal year.

On August 1, 2022, the Company awarded Mr. Sook target number of performance based restricted stock units ("PSU") of 62,500 PSUs.

Subject to performance, 50% of the target number of PSUs will vest on August 1, 2023 and the remaining 50% of the target number of PSUs will vest on August 1, 2024. PSUs will vest based on the following vesting grid measured by one-year total shareholder return performance, or "TSR" (calculation defined in the Employment Agreement), against the TSR Peer Group (defined in the Employment Agreement) as calculated on the first vesting date. No calculation is required on the second vesting date, such shares vest automatically if the shares vested on the first vesting date.

Level Relative TSR vs Peer Group Percentage of PSUs to Vest Below Threshold <35th Percentile

                No vesting
Threshold          35th to 50th Percentiles          80% of Target
Target             51st to 65th Percentiles          100% of Target
Stretch            66th to 80th Percentiles          150% of Target
Maximum             81st and > Percentiles           200% of Target

Within five days of March 1, 2023, the Company will award Mr. Sook non-performance based restricted stock units ("RSUs") in the amount of $10,000,000 to vest as follows: 50% of the RSUs will vest on March 1, 2024 and the remaining 50% will vest on March 1, 2025.

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Within five days of March 1, 2023, the Company will also award PSUs with a target amount of $10,000,000. Subject to performance, 50% of the target amount of PSUs will vest on March 1, 2024 and the remaining 50% of the target amount of PSUs will vest on March 31, 2025. PSUs will vest based on the following vesting grid measured by one-year TSR performance against the TSR Peer Group as calculated on the first vesting date. No calculation is required on the second vesting date, such shares vest automatically if the shares vested on the first vesting date.



     Level        Relative TSR vs Peer Group   Percentage of PSUs to Vest
Below Threshold        <35th Percentile                No vesting
Threshold          35th to 50th Percentiles          80% of Target
Target             51st to 65th Percentiles          100% of Target
Stretch            66th to 80th Percentiles          150% of Target
Maximum             81st and > Percentiles           200% of Target

Beginning on March 1, 2024, and annually thereafter during the Term and any renewal term, Mr. Sook may also participate in additional long-term incentive compensation awards at the discretion of the Compensation Committee.

In the event of specific instances of termination (including for merger, a reason by the Company other than for cause or for good reason), Mr. Sook is eligible to receive his base salary in effect of such termination date, (i) all accrued and unpaid base salary as of the date of termination, (ii) all accrued but unused vacation, (iii) the unpaid Bonus for years preceding the year of termination, and (iv) the sum of 200% of Mr. Sook's base salary in effect on the date of termination, plus target bonus equal to 200% of Mr. Sook's base salary in effect on the date of termination, plus an additional $29,000. In addition, all equity (including, but not limited to, any RSUs and PSUs, stock options and/or stock appreciation rights) previously granted or awarded to him by the Company prior to his termination shall become immediately and fully vested without further action by either Mr. Sook or the Company. For clarity, all PSUs will accelerate at the greater of actual or target.

The Company shall also reimburse Mr. Sook in the amount up to $500,000 for his use of an aircraft for personal matters during the Term.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.       Description
10.1                Amended Executive Employment Agreement, dated as of August
                  1, 2022 between Perry A. Sook and Nexstar Media Group, Inc.
99.1                Press Release of Nexstar Media Group, Inc. dated August 1,
                  2022.
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document).

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