Sinclair, Inc. ($SBGI)

Good morning, everyone, and welcome to the Sinclair Annual Meeting 2026. [Operator Instructions]. Please note, this conference is being recorded. I will now turn the call over to your host, Chris Ripley, President and CEO at Sinclair Broadcasting. Chris, the floor is yours.

Good morning. I'm Chris Ripley, President and Chief Executive Officer of Sinclair Inc. As directed by the company's Board of Directors, I will be the acting Chairman of this Annual Stockholders' Meeting. It is my pleasure to welcome you, whether you are attending remotely or in person. It's 10:00 a.m. on June 4, 2026. And in accordance with the notice of the meeting, I call this Annual Meeting of Stockholders to order. . On April 23, 2026, the Board issued its notice of this annual meeting and proxy statement by which all stockholders of record as of the close of business on March 16, 2026, were notified at the date and time of this annual meeting. For those stockholders wanting to attend this annual meeting in person, the board advised that there may be location capacity limits, and therefore, admission to the annual meeting could not be promised. Consistent with past practice, the Board encourage all stockholders to vote their shares prior to the annual meeting. There are 2 primary reasons for that. Stockholders attending remotely are not able to vote or revoke a proxy through the teleconference or webcast nor participate actively in the meeting. Stockholders attending in person could arrive at the meeting, but not be admitted due to capacity limits or other reasons. Unless such stockholders are able to submit a completed proxy card prior to commencement of the meeting, their votes will not be cast. For those stockholders attending in person,and admitted to this annual meeting, when you registered this morning, each of you received a written copy of the rules of conduct for the annual meeting. Any stockholder introducing a proposal or making a presentation today would have also have received a written copy of the rules of conduct for this annual meeting. However, no proposals were submitted, and no stockholder or presentations will be made at this annual meeting. Stockholders attending the meeting via the live teleconference or webcast are not permitted to participate actively and therefore, have not received a copy of the rules of conduct. This annual meeting shall be conducted in accordance with the rules of conduct. Mr. [ Steven Crap ], the representative of the Inspector of Elections has elected to attend the meeting in person to make his presentation. Attending today's annual stockholder meeting, either in person or motley are David Smith, Director and Executive Chairman, attending in person; Dr. Fred Smith, Director and Vice President; J. Duncan Smith, Director, Vice President, Secretary; Robert Smith, Director; Daniel Keith, Director; Dr. Benjamin Carson, Director; Howard Friedman, Director; Benson Legg, Director; Laurie Beyer, Director; Jason Smith, Executive Vice Chairman; Rob Weisbord, Chief Operating Officer and President of OgalMedia; David Gibber, Executive Vice President and Chief Legal Officer; Billy Jo McIntire, our Vice President, Corporate Finance; and Stephen Crab, BetaNXT Inc., inspector of Elections. At this point in the annual meeting, I would like to provide a brief state of the union of our company, but first, Billie-Jo McIntire will deliver the safe harbor statements.

Thank you, Chris. As a reminder, certain matters discussed on this call may include forward-looking statements, including future operating results which are subject to a number of risks and uncertainties. I remind you that the actual results in the future could differ materially as a result of various factors, which can be found in our SEC reports, including the risk factors in our annual report on Form 10-K. The company undertakes no obligation to update these forward-looking statements.

Thank you, Billy-Jo. We thank our investors for joining us today. As we reflect on 2025, I'm pleased to report another strong year from Sinclair. Our management team was keenly focused throughout the year on execution,and momentum in our core business. At the same time, this year may also be remembered as an inflection point for the industry. The regulatory environment is evolving. Policymakers and political leaders have expressed support for greater flexibility in broadcast ownership and the strategic logic for consolidation has never been clear. Scale, efficiency and capital strength increasingly matter in today's competitive media landscape. Through disciplined execution in our core operations, strengthened liquidity, extended debt maturities and portfolio optimization, we have positioned the company not only to perform but to act should value-creating consolidation opportunities emerge. Broadcast television remains the most powerful and efficient medium for live reach in America, yet structural limitations on ownership have historically constrained rational scale. Today, the environment appears to be shifting. Recent public support from national policymakers for broadcast transaction signals a more constructive regulatory posture. Consolidation remains a key strategic objective for our industry and a logical evolution in a fragmented media ecosystem competing with scaled digital platforms. Sinclair has long advocated for modernization of broadcast ownership rules. We believe more rationalized industry structure would benefit viewers, advertisers, communities and shareholders alike. The performance of broadcast television in 2025 reinforces our confidence in the medium durability with 48 of the top 50 most watched telecasts airing on broadcast television. Live sports remain the most valuable programming assets in the entertainment ecosystem. No platform, rivals broadcast on our reach, which is very important for sports. Looking ahead, 2026 is a sports-heavy year for broadcast, including the Winter Olympics, which granted -- which garnered record ratings for NBC and a record number of World Cup matches airing on network television. Additional live sports rights for turning to broadcast further strengthens the long-term relevance of local stations. This concentration of premium content reinforces both our advertising strength and our returns mission value proposition. In addition, our footprint includes numerous competitive Senate, gubernatorial and House races. Combined with the trust and reach of our local news operations, we are well positioned to benefit from robust political demand. As an example of our strong local news operations, Sinclair won 246 regional and national awards in 2025 across our news operations. This included 17 national awards, 32 regional Edward R. More awards and 55 regional Emmy's. This supports our expectation of record midterm political revenue in 2026 for Sinclair. Our Ventures portfolio also continues to generate liquidity and optionality. In 2025, we realized more than $100 million in cash distributions, including the sale of 3 residential apartment complexes in the fourth quarter. We remain disciplined in monetizing minority positions and sourcing new majority investments. Tennis Channel delivered solid revenue growth and improved profitability with March of this year seeing record levels of viewership for the network. Meanwhile, Edge Beam Wireless, our next-gen joint venture with Nexstar, Gray and Scripps achieved a key milestone by onboarding its first revenue customer for data delivery services, expanding its leadership team and advancing commercial demonstrations. NextGen broadcast technology remains a long-term opportunity to unlock new spectrum-based revenue streams from data casting to enhance positioning services, extending the value of our broadcast assets beyond traditional advertising. We entered 2026 guided by 5 clear pillars as we remain focused on sustainable shareholder value creation, continued execution and momentum in our core broadcast business, high visibility revenue supported by resilient distribution, stable core trends, record political demand and a sports-heavy calendar, a disciplined deleveraging road map supported by extended maturities and enhanced liquidity and strategic preparedness for industry consolidation in a favorable regulatory environment and ongoing venture value realization and innovation. In closing, I would like to extend my sincere gratitude to our employees for their dedication, our management team for disciplined execution and our shareholders for their continued confidence. The results we achieved in 2025 reflect the strength of our business as well as our creative, innovative and entrepreneurial spirit and our ability to adapt to an ever-changing media landscape. We are incredibly excited about the future for Sinclair and the opportunities that lie ahead. Mr. J. Duncan Smith, Corporate Secretary of the company will now report on the mailing of notice and other formalities.

Thanks, Chris. I wish to submit the following: a copy of the printed notice of this annual meeting dated April 23, 2026, stating the time, purpose and place of meeting. The complete list certified by the company's transfer agent of holders of shares of common stock of the company as of the closing of business on March 16, 2026, which is also the record date fixed by the Board of Directors for shareholders entitled to notice of and to vote at this annual meeting. The affidavit of the company's transfer agent, showing that a copy of the notice of the annual meeting was mailed in accordance with the bylaws of the company to all shareholders of record.

I now order that the materials submitted by the Secretary to be made part of the minutes of this annual meeting. BetaNXT Inc. has been appointed as Inspector of Elections to tabulate the shares of common stock represented in person or by proxy at this meeting as well as to tabulate the votes cast for each proposal to come before the meeting. I would like to introduce Mr. [ Stephen Crabb ], the representative of BetaNXT Inc. As indicated earlier, Mr. Crabb is attending the meeting in person. Mr. Crabb, are you prepared to report on the number of shares of common stock that are present either in person or by proxy? .

Mr. Chairman, as of the record date of March 16, 2026, there were [indiscernible] shares of Class C common stock and [ 23,7555,236 ] shares of Class B common stock and I will divert on each of the proposals. Each of such shares is empowered with 1 vote to the proposal [indiscernible] shares is entitled to an price. There are a [indiscernible] Class A and Class B shares present in person or represented by valid proxy at this meeting.

As noted in the proxy statement, stockholders attending this meeting live or via the live teleconference or webcast are not deemed present at the Annual Meeting unless they are represented by a valid proxy. A quorum will be present if 142,903,198 votes are present at this annual meeting, either in person or by proxy. Based on the report of Mr. Crabb, I hereby declare that a quorum is present at this meeting. The 3 proposals submitted for stockholder action at this annual meeting are fully explained in the proxy statement. As noted in the proxy statement, stockholders attending this meeting via the live teleconference or webcast are not able to vote via the live teleconference or webcast nor are they able to revoke their proxy. However, any previously submitted proxies are deemed voted and will be included in the tabulation of balloting. The first proposal submitted to the stockholders for action is the election of 9 directors to serve for 1 year and until their successors are duly elected and qualified. The 9 directors who received the most votes will be elected. This is called a plurality. If you have withheld your vote on the proxy card, your vote will not count for or against the nominee. Broker nonvotes are not counted as votes cast for nominees and will not affect the outcome of the proposal. I will call upon Secretary J. Duncan Smith, who will present the names of those persons nominated by management.

Thank you, Chris. Those nominated for election as directors of the company to serve for the term of 1 year and until their successors are duly elected and qualified are the following: David D. Smith; Frederick G. Smith; Jay Duncan Smith; Robert E. Smith; Laurie R. Beyer; Benjamin S. Carson Sr; Howard Friedman; Daniel C. Keith; Vincent [indiscernible].

You have heard the motion. Are there any other nominations. Hearing none, I declare the nominations closed. Is there a second? .

Second.

We will now move forward with the vote. The second proposal submitted by the stockholders for action is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as the independent auditors of the company. An affirmative vote of the majority of votes cast is required to ratify this proposal. If you abstain from voting, your abstention will not count as a vote for or against the proposal. The Audit Committee previously recommended to the Board of Directors that the board ratified the audit community's appointment of PricewaterhouseCoopers as the company's independent auditors for the year ending December 31, 2026, and the directors also unanimously have done so. Laurie Bayer, the Chair of the Audit Committee, will further address the stockholders at this time.

Thank you, Chris. So the Audit Committee is in the responsibility of select of independent partners for the company. The Audit Committee has discussed the proposal received from PricewaterhouseCooper with members of the firm and which satisfied that they have all patients and experience to handle the audit of the company and its very subsidiaries. Based on these discussions with management, the Audit Committee agreed that it was in the best interest of the company to continue to engage with PricewaterhouseCooper firm as its independent auditors and so notify the Board of its direction. Based upon the recommendation of the Audit Committee, the Board manage ratified the appointment and has recommended that ProycewaterhouseCooper be the independent auditors for the company for the calendar year December 31, 2026. The Audit Committee will continue to work closely and granularly with the company's independent auditors and will periodically evaluate the work to ensure its quality. I move for the ratification to stockholders of deployment of PriceWaterhouse Coopers diverse as the independent orders of the company and tics this calendar year.

You have heard the motion for the ratification of the Audit Committee's recommendation. Are there any questions or further discussions needed? . Hearing none, is there a second?

Second.

We will now move forward with the vote. In accordance with the Dodd-Frank Wall Street Reform Act and the Consumer Protection Act of 2010, the third proposal submitted to the stockholders for action is a nonbinding advisory vote on our executive compensation. This resolution is contained in Proposal 3 of the proxy statement. The company believes that its executive compensation is tied to individual and company's performance and is designed to support the company's long-term success by attracting and retaining talented senior executives and aligning their interest with the interest of our stockholders. We have provided detailed information on our executive compensation policy procedures as well as the actual compensation paid to our named executive officers in the compensation discussion and analysis and the related tables and narrative in the proxy statement. All compensation programs for named executive officers are reviewed by the Compensation Committee. The Board of Directors and the Compensation Committee both value the opinions of our stockholders and will consider any stockholder concerns and whether any actions are necessary to address those concerns. With this in mind, we currently conduct an advisory vote on executive compensation every year. And following its annual meeting, we expect to conduct the next advisory vote at the 2027 Annual Meeting of Stockholders. This say-on-pay vote is advisory only and is not binding on the company. For all the reasons stated in the proxy statement, the Board unanimously recommends that the stockholders vote for the resolution contained in Proposal 3 of the proxy statement and approve on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement. An affirmative nonbinding advisory vote of the majority of the votes cast is required to approve on an advisory basis the say-on-pay resolution contained in Proposal 3. If you abstain for voting, your abstention will not count as a vote for or against the proposal. You have heard the resolution for a nonbuying advisory vote on our executive compensation. Are there any questions or further discussion needed? Hearing none, is there a second?

Second.

We will now move forward with the vote Will the representative of the inspectors of elections, please report the results of balloting.

For proposal in each nominee for director nominated by the Board of Directors [Technical Difficulty]. For Proposal 2, the majority of the shares present in person or represented by proxy and entitled as [Technical Difficulty] to ratify the appointment of PricewaterhouseCooper as the company cementers for the fiscal year ending December 31, 2026. Proposal 3. [Technical Difficulty] by proxy and entitled to vote have been voted on [Technical Difficulty].

Thank you. I now declare that: one, the nominees for directors have been duly elected; two, the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the company and its subsidiaries for the year ending December 31, 2026, has been ratified; and three, the nonbinding advisory vote on the company's executive compensation was approved. I direct that the results certified by the inspectors of elections be attached to the minutes of this meeting made a part thereof.

Now we come to that part of the agenda for general questions and discussion. Does anyone present have questions? If so, please submit them now and raise your hand be recognized. Yes, sir.

I know it's in the annual report, but can you summarize what the earnings were for this year compared to last year and also the number of affiliated stations this year versus last year and what the plans are for the coming year?

All right. So 2025 versus 2024, I don't have that right handy in terms of like the year-over-year comparison. But I think what's important to remember about that comparison is 2024 was a presidential election year. So when you're looking at '25 versus '24, you're going to see that revenue was down. EBITDA was down d and you're going to see that pick back up here I don't have the numbers right in front of you, so I'm not going to put the exact percentages, but they are in the annual report in the 10-K that was filed earlier this year. In terms of number of stations, we are currently at, I think, 181 stations in 81 markets, that is our current count in terms of number of stations and markets. That has changed a little bit over the last year. We've had a few transactions. We've bought in some partner stations -- we have bought a station in Tulsa and then also one in province over the last or so. And those have all been very accretive and have contributed to a significant amount of growth here in this -- in Q1 and a beat in terms of our expectations that we just recently announced. But nothing dramatic in terms of overall change in numbers. As I stated earlier in my prepared remarks, we see a constructive environment from a political and regulatory perspective federally. As you -- if you're watching the industry, you'll have probably noticed that one of the largest deals in the space [ Nexstar, TEGNA ] did get federally approved and closed, but is now being challenged at the state level. and currently under a preliminary injunction, which is something that we and everyone in the industry is closely watching to see how that lays out. But what the important thing is from a regulatory perspective is that it did achieve approvals from both the FCC and the DOJ with no required divestitures from the DOJ and very 6 very minor divestitures required from the FCC. And that is a -- that was the change we were looking for quite frankly, from a regulatory perspective that I referenced earlier in terms of more constructive environment. And although this state component is certainly a new element that we're paying close attention to. Now that we've seen how this is playing out, we think we can significantly mitigate that challenge in the future, and we're actively looking for merger partners and acquisitions where we can significantly scale up our number of stations. As I stated earlier, we see ourselves in a large and ever-changing media landscape that has significant competitors in the form of digital platforms. And one of the best ways to compete effectively there and create more shareholder value is to scale our operations significantly. So we are looking to do that very actively. Any other questions? Okay. There are no other questions I see in the room. And if there are no other business, the chair will entertain a motion to adjourn.

Second.

All right. The meeting is now adjourned. Thank you. .

Thank you very much. This does conclude today's conference. You may disconnect your phone lines at this time, and have a wonderful day. We thank you for your participation.