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    SEC Form DEFA14A filed by Nexstar Media Group Inc.

    4/30/26 2:22:43 PM ET
    $NXST
    Broadcasting
    Industrials
    Get the next $NXST alert in real time by email
    DEFA14A 1 2026_nxst_defa14a.htm DEFA14A DEFA14A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the Securities

    Exchange Act of 1934 (Amendment No. )

    Filed by the Registrant ☒

     

    Filed by a Party other than the Registrant ☐

     

    Check the appropriate box:

     

    ☐ Preliminary Proxy Statement

     

    ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     

    ☐ Definitive Proxy Statement

     

    ☒ Definitive Additional Materials

     

    ☐ Soliciting Material Pursuant to §240.14a-12

     

    Nexstar Media Group, Inc.

    (Name of Registrant as Specified In Its Charter)

     

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

     

    Payment of Filing Fee (Check all boxes that apply):

     

    ☒ No fee required

     

    ☐ Fee paid previously with preliminary materials

     

    ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

     

     

     

     

     

     

     

     

     

     

     

     


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Your Vote Counts!

    NEXSTAR MEDIA GROUP, INC.

    2026 Annual Meeting

    Vote by June 15, 2026

    11:59 PM Eastern Daylight Time

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    img250942891_0.jpg

    NEXSTAR MEDIA GROUP, INC.

    545 E. JOHN CARPENTER FREEWAY, SUITE 700

    IRVING, TEXAS 75062

     

     

     

     

    img250942891_1.jpg

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    V96322-P51260

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    You invested in NEXSTAR MEDIA GROUP, INC. and it’s time to vote!

    You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the

    availability of proxy materials for the stockholder meeting to be held on June 16, 2026.

     

     

    Get informed before you vote

    View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 2, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

     

     

     

     

     

     

     

    img250942891_2.jpg

     

     

     

     

    For complete information and to vote, visit www.ProxyVote.com

     

     

    Control #

    img250942891_3.jpg

     

     

     

     

     

     

     

     

    Smartphone users

    Point your camera here and
    vote without entering a
    control number

     

     

    img250942891_4.jpg

    Vote in Person at the Meeting*

    June 16, 2026

    10:00 AM Central Daylight Time

     

     

     

     

     

    The building’s conference center

    Suite 120, at the Company’s principal executive offices

    545 E. John Carpenter Freeway

    Irving, Texas 75062

    img250942891_5.jpg

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

     


     

     

    Vote at www.ProxyVote.com

     

     

    THIS IS NOT A VOTABLE BALLOT

     

    This is an overview of the proposals being presented at the
    upcoming stockholder meeting. Please follow the instructions on
    the reverse side to vote these important matters.

     

     

     

     

     

      Voting Items

    Board

    Recommends

     

     

     

     

      1.

    To elect the following nominees for director to serve until the 2027 annual meeting of stockholders.

     

     

     

    Nominees:

     

     

      1a.

    Perry A. Sook

    img250942891_6.jpg

     For

      1b.

    Geoff Armstrong

    img250942891_6.jpg

     For

      1c.

    Bernadette S. Aulestia

    img250942891_6.jpg

     For

      1d.

    Jay M. Grossman

    img250942891_6.jpg

     For

      1e.

    Ellen Johnson

    img250942891_6.jpg

     For

      1f.

    C. Thomas McMillen

    img250942891_6.jpg

     For

      1g.

    Lisbeth McNabb

    img250942891_6.jpg

     For

      1h.

    John R. Muse

    img250942891_6.jpg

     For

      1i.

    Tony Wells

    img250942891_6.jpg

     For

      2.

    To conduct an advisory vote on the compensation of our Named Executive Officers.

    img250942891_6.jpg

     For

      3.

    To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

    img250942891_6.jpg

     For

      4.

    To approve the 2026 Long-Term Omnibus Incentive Plan.

    img250942891_6.jpg

     For

      NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

     

     

    V96323-P51260

     


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