Nexstar Media Group, Inc. | Shareholder Ratification of Executive Severance Packages at Nexstar Media Group, Inc.

Status
Omitted
Previous AGM date
Resolution details
Company ticker
NXST
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Nexstar shareholders urge the Board to seek shareholder approval of any senior executive officer’s new or renewed compensation package that provides for severance or termination payments with an estimated total value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. “Severance or termination payments” include any cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in control clauses in long-term equity plans. Payments do not include life insurance, pension benefits, or other deferred compensation earned and vested prior to termination. “Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval after material terms are agreed upon.
Whereas clause
this law provides a regulated pathway for patients to access experimental treatments through licensed clinics, potentially accelerating real world data collection, enhancing patient outcomes, and supporting the Company’s mission to advance Alzheimer’s therapies while complying with safety and informed consent requirements;
Supporting statement
Generous performance-based pay can sometimes be justified but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with shareholder interests. Nexstar’s 2025 Proxy discloses (page 72) that if CEO Sook is terminated without cause within 12 months after a change in control, he would receive an estimated $36,490,754 million in termination payments, roughly 7.75 times his 2024 base salary plus short-term bonus. We believe that it is in the best interest of Nexstar shareholders and the morale of Nexstar employees to be protected from lavish management termination pay for one person. At the very least, shareholders should be able to vote on excessive exit packages. It is important to have this policy in place so that Nexstar management stays focused on improving company performance as opposed to seeking a possible business combination simply to trigger a management golden parachute windfall. This proposal topic received between 51% and 65% support at several major public companies: • FedEx (FDX) • Spirit AeroSystems (SPR) • Alaska Air (ALK) • Abb Vie (ABBV) • Fiserv (FISV) Please vote FOR this proposal.

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