NXST Nexstar Media Group Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2024 (July 25, 2024)

 

 

NEXSTAR MEDIA GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-50478	23-3083125
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
545 E. John Carpenter Freeway Suite 700
Irving, Texas				75062
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 972 373-8800

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NXST		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 25, 2024, the Board of Directors (the “Board”) of Nexstar Media Group, Inc. (“Nexstar” or the “Company”) appointed Ellen Johnson as a member of the Board, effective October 1, 2024. Ms. Johnson will stand for election at each annual meeting of the Company’s stockholders beginning in 2025. The Board determined that Ms. Johnson satisfies the applicable independence requirements of NASDAQ and Securities and Exchange Commission rules.

 

Ms. Johnson currently serves as Executive Vice President, Chief Financial Officer of The Interpublic Group of Companies, Inc. (“IPG”) having direct management responsibility for all areas of global finance, information technology and investor relations, and is the executive sponsor of programs related to climate action, social programs and governance across IPG. She also oversees the mergers and acquisitions and financial planning functions. From 2004 to 2020, Ms. Johnson previously served as Senior Vice President of Finance and Treasurer of IPG, with direct responsibility for treasury, corporate development and financial planning and analysis.

 

The elements of Ms. Johnson’s compensation as a member of the Board is consistent with other non-employee members of the Board, as disclosed in the Company’s Schedule 14A definitive proxy statement filed on April 29, 2024. Ms. Johnson does not have any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. There are no arrangements or understandings between Ms. Johnson and any other person pursuant to which Ms. Johnson was selected as a director of the Company. Additionally, there are no transactions involving the Company and Ms. Johnson that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

As of the date of this report, the Board has not determined Ms. Johnson’s Board committee assignment. In accordance with Instruction 2 to Item 5.02 of Form 8-K, the Company intends to file an amendment to this report when such information is available.

Item 7.01 Regulation FD Disclosure.

On July 30, 2024, the Company issued a press release announcing the appointment of Ms. Johnson to the Board, as described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein. The information included under this Item 7.01 and in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

On July 26, 2024, Nexstar issued a press release, a copy of which is attached hereto as Exhibit No. 99.2 and incorporated by reference herein, announcing that the Board has declared a quarterly cash dividend of $1.69 per share on its outstanding common stock. The dividend is payable on August 23, 2024 to stockholders of record on August 9, 2024. In addition, the Board also approved a new share repurchase program authorizing the Company to repurchase up to $1.5 billion of its common stock. The new share repurchase authorization is in addition to Nexstar’s existing share repurchase program announced in July 2022, of which $496 million remained as of May 8, 2024.

 

This Current Report on Form 8-K, including Exhibit 99.2 attached hereto, includes forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,” “anticipates,” “could,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Current Report on Form 8-K might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this release. For more details on factors that could affect these expectations, please see the Company’s Annual Report for the year ended December 31, 2023 and the Company’s subsequent public filings with the Securities and Exchange Commission.

 

This Current Report is for informational purposes only and does not constitute an offer of any securities for sale.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Nexstar Media Group, Inc. dated July 30, 2024.
99.2	Press Release of Nexstar Media Group, Inc. dated July 26, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			NEXSTAR MEDIA GROUP, INC.
Date:	July 31, 2024	By:	/s/ Lee Ann Gliha
		Name:	Lee Ann Gliha

 

	Title:	Chief Financial Officer
		(Principal Financial Officer)

 

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EXHIBIT 99.1

 

 

Nexstar Media Group Appoints Ellen Johnson to Board of Directors

Chief Financial Officer at IPG Brings Extensive Financial and
Advertising Industry Expertise to the Board

IRVING, Texas (July 30, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) today announced the appointment of Ellen Johnson to its Board of Directors effective October 1, 2024. Ms. Johnson will serve as an independent director and will stand for election at the 2025 annual meeting of stockholders. Following her appointment, Nexstar will have 10 Board members, 9 of whom are independent and three of whom are women.

Ms. Johnson currently serves as Executive Vice President, Chief Financial Officer of Interpublic Group of Companies (NYSE: IPG), one of the world’s leading providers of marketing and advertising solutions. In this role, she has direct management responsibility for all areas of Global Finance, Information Technology and Investor Relations, and is the executive sponsor of ESG programs related to climate action, social programs and governance across IPG. She also oversees the mergers and acquisitions and financial planning functions.

“We are pleased to welcome Ellen to the Nexstar Board,” said Perry Sook, Nexstar Media Group’s Chairman and Chief Executive Officer. “She is an integral member of IPG’s executive team with an established record of success in the advertising and marketing services industries. Her extensive leadership experience in accounting, corporate finance and information technology, combined with her expertise in all areas of ESG will be invaluable to Nexstar as we continue to advance our business and execute on the Company’s goals to enhance shareholder value.”

Commenting on her appointment, Ms. Johnson said, “I am delighted to be joining Nexstar’s Board. Today Nexstar is a scaled media and entertainment business with a unique portfolio of local and national assets, including NewsNation, The CW and The Hill. I look forward to sharing my experience with the Board and management team as the Company pursues its continued growth.”

Before becoming CFO in 2020, Ms. Johnson was IPG’s Senior Vice President of Finance and Treasurer, with direct responsibility for Treasury, Corporate Development and Financial Planning and Analysis, managing the company’s liquidity, capital structure, and its relationships with banks and rating agencies.

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Under her leadership, IPG has transformed its balance sheet and has increased the strength of its financial position. She helped initiate IPG’s return of capital programs in 2011. Since that time, the company has returned $7.2 billion to shareholders in dividends and share repurchases. Additionally, Ms. Johnson has significantly strengthened the company’s approach to mergers and acquisitions, including the integration and review process. In 2018, she played a key role in IPG’s strategic acquisition and successful financing of Acxiom for $2.3 billion, enabling the company to expand profitability during a period of significant investment, while maintaining its strong balance sheet and investment-grade credit ratings.

Ms. Johnson is a CPA who holds an Executive MBA in Finance from New York University Stern School of Business and a Bachelor’s degree from the State University at Albany.

About Nexstar Media Group, Inc.

Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 310,000 hours of programming produced annually by its business units. Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with 200 owned or partner stations in 116 U.S. markets reaching 220 million people. Nexstar’s national television properties include The CW, America’s fifth major broadcast network, NewsNation, our national news network providing “News for All America,” popular entertainment multicast networks Antenna TV and Rewind TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including its local TV station websites, The Hill and NewsNationNow.com, are collectively a Top 10 U.S. digital news and information property. For more information, please visit nexstar.tv.

Investor Contacts:

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com

Media Contact:

Gary Weitman

EVP and Chief Communications Officer

972/373-8800

gweitman@nexstar.tv

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EXHIBIT 99.2

 

 

NEXSTAR MEDIA GROUP DECLARES QUARTERLY CASH DIVIDEND OF $1.69 PER SHARE, ANNOUNCES NEW $1.5 BILLION SHARE REPURCHASE AUTHORIZATION

 

IRVING, Texas (July 26, 2024) – Nexstar Media Group, Inc. (NASDAQ: NXST) announced today that its Board of Directors declared a quarterly cash dividend of $1.69 per share of its common stock. The dividend is payable on Friday, August 23, 2024, to shareholders of record on Friday, August 9, 2024. In addition, The Board of Directors also approved a new share repurchase program authorizing the Company to repurchase up to $1.5 billion of its common stock. The new share repurchase authorization is in addition to Nexstar’s existing share repurchase program announced in July 2022, of which $496 million remained as of May 8, 2024.

 

While the Company intends to pay regular quarterly cash dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared by the Board of Directors at its discretion.

 

The share repurchase authorization will be executed at the Board’s discretion and any share repurchases are subject to regulatory limitations.

 

About Nexstar Media Group, Inc.

Nexstar Media Group, Inc. (NASDAQ: NXST) is a leading diversified media company that produces and distributes engaging local and national news, sports and entertainment content across its television and digital platforms, including more than 310,000 hours of programming produced annually by its business units. Nexstar owns America’s largest local television broadcasting group comprised of top network affiliates, with 200 owned or partner stations in 117 U.S. markets reaching 220 million people. Nexstar’s national television properties include The CW, America’s fifth major broadcast network, NewsNation, our national news network providing “News for All America,” popular entertainment multicast networks Antenna TV and Rewind TV, and a 31.3% ownership stake in TV Food Network. The Company’s portfolio of digital assets, including its local TV station websites, The Hill and NewsNationNow.com, are collectively a Top 10 U.S. digital news and information property. For more information, please visit nexstar.tv.

 

Investor Contacts:

Lee Ann Gliha

Executive Vice President and Chief Financial Officer

Nexstar Media Group, Inc.

972/373-8800

 

Joseph Jaffoni or Jennifer Neuman

JCIR

212/835-8500 or nxst@jcir.com

 

Media Contact:

Gary Weitman

EVP and Chief Communications Officer

972/373-8800

gweitman@nexstar.tv

 

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