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

Hello, and welcome to the Nexstar Media Group Annual Meeting 2021. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Perry Sook, Chairman and Chief Executive Officer. The floor is yours.

Thank you very much, and good morning, ladies and gentlemen. As your Chairman, and on behalf of the company, I'm very pleased to welcome you to our 2021 Virtual Annual Meeting of Stockholders. In addition to myself, Tom Carter, our President and Chief Operating Officer and Chief Financial Officer; and Elizabeth Ryder, our Executive Vice President, General Counsel and Secretary, are present with me today. I would also like to introduce Mr. Chris Bourdon and Mr. Bart Reichert of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm who are attending virtually as guests. Please note that a copy of the agenda, together with the rules governing the conduct of this meeting, were made available when you logged into the virtual meeting platform. 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 the course of this meeting, you may do so by clicking proxy voting site link on the left-hand panel of your screen. You may also ask questions during the meeting if you registered with that same 11-digit voter control number. Please refer to the chat box icon located on the top of the left-hand panel of your screen if you would like to submit a question. I would encourage you to submit your questions as early in the meeting as possible. Please provide your name and an e-mail address when you submit a question in case we need to provide a response to you after the meeting. A digital copy of the 2020 annual report and proxy statement are available for your review by clicking documents icon on the top left-hand side of your screen. At this time, I would like to call to order the 2021 Annual Meeting of Shareholders. Elizabeth, would you please present the notice of this meeting and the proof of mailing?

I present the 2020 annual report, notice of the 2021 annual meeting and proxy statements, proxy card and certificate of mailing signed by [ Dominic Vaca, ] a representative of American Stock Transfer & Trust Company, stating that the 2020 annual report on Form 10-K, the notice and proxy statements, the proxy card and the business return envelope were all mailed on or about May 10, 2021, to each stockholder of record as of the record date of April 26, and 2021. These will be filed in the minute book.

Thank you, Elizabeth. Elizabeth Ryder, Tom Carter and myself have been appointed proxy and representative for those stockholders of record who submitted valid proxies. Mr. Carter has been designated as the Inspector of Elections for this meeting and 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 today.

As of the record date, there were 42,848,809 shares of Class A common stock outstanding. The holders of Class A common stock are entitled to 1 vote per share. Of that amount, there are present in person or represented by proxy, shareholders 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 very much, Elizabeth. I will now turn to the items of business scheduled to come before our meeting today. The first proposal, Item #1 in the notice of annual meeting and on the proxy card is the election of nominees as Class III Directors to consist of 3 members. The elections of each Director require a majority of the votes cast in an uncontested election and the votes may be cast in favor of the nominees or withheld. Class III Directors will be elected to hold an office for a term of 3 years. The Class III Directors will be voted on via single ballot. Will the secretary please present the names and nomination?

On behalf of management, I nominate the following 3 persons as Class III Directors to be voted on by holders of Class A common stock. Mr. Perry A. Sook, Mr. Geoff D. Armstrong; and Mr. Jay M. Grossman.

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, 2021. The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of the majority of the votes cast at the meeting and the votes may be cast for, against or abstain. 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. The vote is advisory only and nonbinding to the Board of Directors. The Board of Directors will be advised of votes cast and will consider the results of the vote along with all other relevant factors and its assessment of executive compensation. I will now describe the voting procedure. The voting is by proxy and by digital ballot. If you've 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 your 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 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. [Voting]

I now declare the polls are closed, and I ask the inspector to collect and count the ballots and report to this meeting the results of the voting, which results shall be included in the minutes. I have been advised by the Inspector of Elections that all nominees for Class III Director have received a majority of the votes represented at the meeting and entitled to vote for the nominees. Accordingly, myself, Geoff D. Armstrong and Jay M. Grossman have each been elected as Class III 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 the 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, 2021. And the 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 the meeting. The final results will also be reported in Form 10-K -- I'm sorry, a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days following this meeting. I would now like to open the meeting for questions. If you registered with your 11-digit voter control number, please refer to the chat box icon located on the top of the left-hand panel of your screen. We will respond to as many questions as practical during the course of this meeting, but please also provide your name and e-mail address when you submit a question in case we need to respond at a later time. I am told that we have no questions. Is there any other business to come before this meeting? If not, I will entertain a motion to adjourn.

I move that the meeting adjourned.

I second the motion.

Thank you. The motion is carried and the meeting stands adjourned. Thank you, everyone, for attending.

Thank you. This concludes the meeting. You may now disconnect.