Item 5.07. Submission of Matters to a Vote of Security Holders.

Nexstar Media Group, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Meeting") on June 13, 2022. A total of 40,430,561 shares of Class A common stock were issued and outstanding as of the record date of the Meeting, April 25, 2022, and a total of 37,050,178 shares were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals were voted on at the Meeting, as described in greater detail in the Company's Definitive Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on April 28, 2022 (the "2022 Proxy Statement").

Proposal 1

The voting results of the proposal to elect four nominees to serve as Class I directors of the Company for three years were as follows:



                                                               BROKER
                          FOR        AGAINST    ABSTENTIONS   NON-VOTES

Bernadette S. Aulestia 32,134,907 2,911,547 9,411 1,994,313 Dennis J. FitzSimons 34,205,651 840,799 9,415 1,994,313 C. Thomas McMillen 27,859,652 6,555,757 640,456 1,994,313 Lisbeth McNabb 33,684,257 1,362,363 9,245 1,994,313





Proposal 2

The voting results of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 were as follows:



   FOR         AGAINST        ABSTENTIONS
35,765,024     1,280,683          4,471



Proposal 3

The voting results of the proposal to approve, by an advisory vote, the compensation of the Company's named executive officers for the year ended December 31, 2021 as reported in the Company's 2022 Proxy Statement, were as follows:



                                                 BROKER
   FOR         AGAINST        ABSTENTIONS       NON-VOTES
26,173,391     8,809,024          73,450         1,994,313



Proposal 4

The voting results of the proposal to approve the amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate the Company's Class B Common Stock and Class C Common Stock classes, were as follows:



                                              BROKER
   FOR       AGAINST       ABSTENTIONS       NON-VOTES
35,001,860     25,810          28,195         1,994,313

Item 7.01 Regulation FD Disclosure.

On June 13, 2022, the Company announced that at its Meeting, shareholders voted in favor of all proposals recommended by the Board of Directors, including the amendment of the Company's Amended and Restated Certificate of Incorporation to eliminate the Company's Class B Common Stock and Class C Common Stock classes. As of April 25, 2022 Nexstar had approximately 40.4 million shares of Class A common stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. Nexstar's Class A common stock has been the only class of shares outstanding since 2013. A copy of the press release is attached hereto as Exhibit 99.1.


--------------------------------------------------------------------------------

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into any filing under the Securities Act or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.



Exhibit No. Description
99.1          Press Release of Nexstar Media Group, Inc. dated June 13, 2022.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses