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

 

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder Meeting of NEXSTAR MEDIA GROUP, INC. To Be Held on: June 15, 2023 at 10:00 a.m. Central Daylight Time Suite 120, 545 E. John Carpenter Freeway Irving, Texas 75062. COMPANY NUMBER ACCOUNT NUMBER CONTROL NUMBER This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. If you want to receive a paper or e-mail copy of the proxy materials for this and/or future stockholder meetings, you must request one using the instructions below. There is no charge to you for requesting a copy. To facilitate timely delivery please make the request as instructed below before June 1, 2023. Please visit http://www.astproxyportal.com/ast/13194/, where the following materials are available for view: • Notice of Annual Meeting of Stockholders • Proxy Statement • Form of Electronic Proxy Card • Annual Report on Form 10-K TO REqUEST MATERIAL: TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for international callers) E-MAIL: info@astfinancial.com WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterialsTO VOTE: ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern Daylight Time on June 14, 2023. IN PERSON: You may vote your shares in person by attending the Annual Meeting. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. MAIL: You may request a proxy card (which will be accompanied by the proxy materials) by following the instructions above. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS (1), (2), (3), (4), (5), (6) AND (7). THE BOARD OF DIRECTORS ALSO RECOMMENDS A VOTE FOR “TWO YEARS” ON PROPOSAL (8). THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST PROPOSAL (9). Please note that you cannot use this notice to vote by mail. 1. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended to date (the “Charter”), to provide for the declassification of the Board of Directors (the “Declassification Amendment”). 2. To approve an amendment to the Charter to add a federal forum selection provision. 3. To approve an amendment to the Charter to reflect new Delaware law provisions regarding officer exculpation. 4. To approve amendments to the Charter to eliminate certain provisions that are no longer effective or applicable. 5. To elect the following Class II members of the Board of Directors to serve until the 2024 annual meeting of stockholders if the Declassification Amendment is approved, or if the Declassification Amendment is not approved, the 2026 annual meeting of stockholders. Nominees: John R. Muse I. Martin Pompadur 6. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. 7. To conduct an advisory vote on the compensation of our Named Executive Officers. 8. To conduct an advisory vote on the frequency of future advisory voting on Named Executive Officer compensation. 9. To consider a stockholder proposal, if properly presented at the meeting, urging the adoption of a policy to require that the Chair of the Board of Directors be an independent director who has not previously served as an executive officer of the Company. 10. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.