Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2021, Nexstar Media Group, Inc. (the "Company") announced the
appointment of Bernadette S. Aulestia, 47, as a member of the Board of Directors
(the "Board") of the Company, effective January 27, 2021. Ms. Aulestia will
serve as a Class I Director and will stand for election at the 2022 annual
meeting of shareholders and will also serve on the Board's compensation
committee. The Board determined that Ms. Aulestia satisfies the independence
requirements of applicable NASDAQ and Securities and Exchange Commission rules.
Ms. Aulestia's qualifications to serve as a director include her over 20 years
of senior leadership experience in the areas of strategic planning, operations,
distribution and the development of strategic marketing plans for the Hispanic,
African-American, and Asian consumer. From 2015 to 2019, Ms. Aulestia served as
President of Global Distribution. Prior to that, Ms. Aulestia was Executive Vice
President, Domestic Network & Digital Distribution since 2013 where she oversaw
all affiliate sales and marketing efforts for Verizon, AT&T, DirecTV and DISH
Network as well as HBO's Affiliate Marketing group. Prior to that, Ms. Aulestia
served as Senior Vice President of HBO's Digital Distribution group. Ms.
Aulestia also served on the Board of Directors of HBO Latin America Group from
2015 to 2019. She currently serves as an Independent Board Director for Denny's
Corporation (Nasdaq: DENN) where she is a member of the Nominating and
Governance Committee and Executive Sponsor of the Diversity, Equity and
Inclusion Council. Ms. Aulestia also serves as an Independent Board Director of
Candoo Tech and as a Member of the Board of Directors of Angeles Investors.
The elements of Ms. Aulestia's compensation as a member of the Board will be
consistent with other non-employee members of the Board, as disclosed in the
Company's Schedule 14A definitive proxy statement filed on April 29, 2020.
Additionally, there are no transactions involving the Company and Ms. Aulestia
that the Company would be required to report pursuant to Item 404(a) of
Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On January 27, 2021, the Company issued a press release announcing the election
of Ms. Aulestia to the Board, as described under Item 5.02, above. A copy of the
press release is attached as Exhibit 99.1 to this Form 8-K. The information
included in Exhibit 99.1 is being "furnished" and shall not be deemed "filed"
for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall it be incorporated by reference in any
filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Nexstar Media Group, Inc. issued on January 27,
2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
1
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses