Nexstar Media Group, Inc. (NXST) Earnings Call Transcript & Summary

Hello and welcome to the Annual Meeting of Stockholders for Nexstar Media Group. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Perry Sook, Chairman, President and CEO. Mr. Sook, the floor is yours.

Thank you, operator, and good morning, everyone. On behalf of the company, I'm very pleased to welcome you to our 2020 Annual Meeting of Stockholders, our first-ever virtual annual meeting. In addition to myself, Tom Carter, our Executive Vice President and Chief Financial Officer, is here; as well as Elizabeth Ryder, our Executive Vice President, General Counsel and Corporate Secretary. They're both present with me today. Tom Carter has been appointed as inspector of elections for this meeting. I would also like to introduce Mr. Chris Bourdon and Mr. Bart Reichert from PricewaterhouseCoopers LLP, the company's independent registered public accounting firm, as guests attending through the virtual meeting website. Please note that a copy of the agenda, together with the rules governing the conduct of this meeting, are available at the virtual meeting website that was previously provided. If you have an 11-digit voter control number issued by American Stock Transfer & Trust Company, LLC, or AST, and you wish to vote or want to change your vote during this meeting, you may do so by clicking the proxy voting slide link on the left-hand panel of your screen. You may also ask questions during the meeting if you registered with your 11-digit voter control number. [Operator Instructions] A digital copy of the 2019 annual report and proxy statement are also available for your review. You may access these documents by clicking on the link named Annual Report/Proxy Statement on the left-hand side of your screen. At this time, I would like to call to order the 2020 Annual Meeting of Stockholders. Elizabeth, would you please present the notice of this meeting and the proof of mailing?

I present the 2019 annual report, notice of 2020 annual meeting and proxy statement, proxy card, certificate of mailing signed by Jamey McCurry, a representative of All Sorts Mailing Services, Inc, and the certificate of mailing signed by [ Dominic Vaca ], a representative of American Stock Transfer & Trust Company, stating that the 2019 annual report on Form 10-K, notice and proxy statement, proxy card and business return envelope were mailed on or about May 1, 2020, and May 5, 2020, to each stockholder of record as of the record date of April 22, 2020. These will all be filed in the minute book.

Thank you, Elizabeth. Elizabeth Ryder, Tom Carter and myself, have all been appointed proxy and representative for those stockholders of record who submitted valid proxies. Mr. Carter has been designated the inspector of elections. He has been sworn in and will perform the duties of such office, and the oath will be filed with the minutes of this meeting. Will the secretary please report the number of shares outstanding and entitled to vote at this meeting?

As of the record date, there were 45,262,874 shares of Class A common stock outstanding. The holders of Class A common stock are entitled to vote 1 vote per share. Of that amount, there are present in person or represented by proxy stockholders representing more than a majority of the shares entitled to vote at this meeting. A quorum is present, and today's meeting is duly constituted.

Thank you, Elizabeth. I'd now like to turn to the items of business scheduled to come before this meeting, principally the 3 shareholder proposals that were indicated on your proxy card. The first proposal, item numbered 1 on the notice of annual meeting and on the proxy card, is the election of nominees as Class II Directors to consist of 3 members. The election of each director requires a majority of the votes cast in an uncontested election and votes may be cast in favor of the nominees or withheld. Class II Directors will be elected to hold office for a term of 3 years. The Class II Directors will be voted on by a single ballot. Will the secretary please present the names in nomination?

On behalf of management, I nominate the following persons as Class II Directors to be voted by holders of Class A common stock: Dennis A. Miller, John R. Muse and I. Martin Pompadur.

I second the nominations.

Thank you. The second proposal, Item #2 in the notice of annual meeting and on the proxy card, is the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ended December 31, 2020. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of the majority of votes cast at the meeting and votes may be cast for, against or abstain. And the third proposal, Item #3 in the notice of annual meeting and on the proxy card, is the approval by advisory vote of the compensation of the company's named executive officers as disclosed in the proxy statement. This vote is advisory only and nonbinding to the Board of Directors. The Board of Directors will receive the count of the votes cast and expects to consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. I will now describe the voting procedure. Voting is by proxy and also by digital ballot. Let me remind you that if you have already sent in your signed proxy or submitted your signed proxy at this meeting, there is no need for you to cast a ballot now unless you wish to change the vote that you put on the proxy. The individuals named in the proxy or any of them will vote your shares as indicated on the proxy that you've already mailed or delivered to us. As a reminder, if you are voting today, please make sure that you have your 11-digit voter control number issued by AST and click the proxy voting site link on the left-hand side of your screen. I ask that any stockholders planning to cast their vote during the meeting, please do so now. We'll allow approximately 1 minute for any live votes to be cast. [Voting]

I declare the polls closed, and ask that the inspector collect and count the ballots and report to this meeting the results of the voting, and the final results will be included in the minutes of today's meeting. We'll wait for just a moment while the inspector completes the final vote tabulation. I've been advised by the inspector of elections that all nominees for Class II Directors have received a majority of the votes represented at the meeting and entitled to vote for the nominees. Accordingly, Dennis A. Miller, John R. Muse and I. Martin Pompadur have each been elected as Class II Directors of the company to hold office for a term of 3 years. The inspector of elections has also informed me that the majority of votes today have affirmed the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2020. Additionally, the inspector of elections has informed me that a majority of votes here today have affirmed the executive compensation of the company's named executive officers. The inspector of elections will furnish a written report of the final vote count with respect to the matters voted on today, which shall be included in the minutes of this meeting. The final results will also be recorded on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting. I would now like to open the meeting for questions. [Operator Instructions] We will respond to as many questions as practicable in this meeting. I also ask you to provide an e-mail address when you submit a question in case we would need to provide additional responses to you after this meeting. Given that there are no questions registered, we will end the question-and-answer period for the meeting. Is there any other business to come before this meeting? If not, I will entertain a motion to adjourn.

I move that the meeting adjourns.

I second the motion.

The motion is carried, and the meeting stands adjourned. Thank you for attending. We look forward to joining you in person in 2021.

This concludes the meeting. You may now disconnect.