NXST Nexstar Media Group Inc

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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 January 29, 2015, pursuant to authorization from the Compensation Committee, Nexstar Broadcasting, Inc. (the "Company"), a wholly-owned, indirect subsidiary of Nexstar Broadcasting Group, Inc., entered into an amendment to the Executive Employment Agreement with Perry A. Sook, the Company's President and Chief Executive Officer, dated as of January 5, 1998, and as amended on May 10, 2001, September 26, 2002, August 23, 2003, January 1, 2007, July 2, 2007, November 13, 2008, May 27, 2009 and September 11, 2012 (as amended, the "Employment Agreement").  The amendment extends the term of Mr. Sook's employment with the Company until January 15, 2019, with automatic renewal provided for successive one-year periods, subject to earlier termination under specified circumstances.

 

Pursuant to the Employment Agreement, Mr. Sook shall be entitled to receive the following base salary:

 

Period		Base Salary
From January 1, 2015 through December 31, 2015		$	1,400,000
From January 1, 2016 and thereafter		$	1,500,000

 

In addition, Mr. Sook will be eligible to receive an annual bonus in the amounts and on the dates set forth below based on, among other things, whether the Company achieved the economic targets established by the Compensation Committee for such fiscal year and any other goals established for him by the Compensation Committee.

 

Period		Bonus
From January 1, 2015 through December 31, 2015		$	1,400,000
From January 1, 2016 and thereafter		$	1,500,000

 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

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SIGNATURES

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

	NEXSTAR BROADCASTING GROUP, INC.
	By:	/s/ Thomas E. Carter
Dated: February 5, 2015	Name:	Thomas E. Carter
	Title:	Chief Financial Officer
		(Principal Financial Officer)

 

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EXHIBIT INDEX

Exhibit 10.1

 

NEXSTAR BROADCASTING GROUP, INC.

Amendment to Employment Agreement

Perry A. Sook

January 29, 2015

WHEREAS, Nexstar Broadcasting Group, Inc., a Delaware corporation (the "Company"), as successor to Nexstar Group, Inc., and Perry A. Sook ("Sook") entered into an Executive Employment Agreement dated as of January 5, 1998, as amended on May 10, 2001, September 26, 2002, August 23, 2003, January 1, 2007, July  2, 2007, November 13, 2008, December 31, 2008, March 27, 2009 and September 11, 2012 (as amended, the "Agreement").  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Company and Sook wish to further amend the Agreement in accordance with the provisions of Section 13 of the Agreement.

NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained therein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as set forth herein.

1.	Paragraph 2, Term.  The term of the Agreement is hereby extended through January 15, 2019, unless earlier terminated as provided in the Agreement.

2.	Paragraph 4(a), Compensation.  Sook shall be entitled to receive an annual Base Salary at the rate specified below:

 

 

3.	Paragraph 5, Fringe Benefits.  Effective January 1, 2015 and thereafter, Sook shall be eligible for six (6) weeks of vacation per year.

4.	Headings.  The headings in the Paragraphs of this Amendment are inserted for convenience only and will not constitute a part of this Agreement.

5.

Severability.  The parties agree that if any provision of this Amendment is under any circumstances deemed invalid or inoperative, the Amendment will be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties will be construed and enforced accordingly.

6.	Governing Law.  This Amendment is governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

7.

Effectiveness of this Amendment.  Except as expressly modified herein, the Agreement shall continue to be, and shall remain, in full force and effect and the valid and binding obligation of the parties thereto in accordance with its terms.   Each of Nexstar and Operator hereby ratifies and confirms the Agreement and hereby agrees to be bound by the Agreement, as amended by this Amendment.  This Amendment shall be governed by and subject to the terms of the Agreement, as amended hereby.  From and after the date of this Amendment, each reference in the Agreement to "this Agreement," "hereof," "hereunder" or words of like import, and all references to the Agreement in any and all other agreements and instruments (other than in this Amendment or as otherwise expressly provided) shall be deemed to mean the Agreement, as amended by this Amendment, whether or not such Amendment is expressly referenced.

8.	Execution.  This Amendment may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year written below.

Nexstar Broadcasting Group, Inc.		Perry A. Sook
By:	/s/ Thomas E. Carter	/s/ Perry A. Sook
Name:	Thomas E. Carter
Title:	Executive Vice President & Chief Financial Officer

 

Exhibit 99.1

NEXSTAR BROADCASTING EXTENDS EMPLOYMENT

AGREEMENT OF PRESIDENT AND CHIEF EXECUTIVE OFFICER,

PERRY A. SOOK, THROUGH JANUARY 2019

IRVING, Texas (January 29, 2015) – Nexstar Broadcasting Group, Inc. (the "Company") (Nasdaq: NXST), announced today that its Board of Directors has extended the employment agreement of President and Chief Executive Officer, Perry A. Sook through January 15, 2019.  The extension supersedes Mr. Sook's prior employment agreement, which was to conclude in 2016.  In addition to his responsibilities as President and Chief Executive Officer, Mr. Sook also serves as the Company's Chairman, and has held all three positions since founding the company in 1996.

Under the terms of the agreement, Mr. Sook's base salary remains unchanged from the levels in the prior employment agreement. He will continue to be eligible to receive an annual performance-based bonus and has been granted certain equity-based compensation incentives that will continue to align his performance with the interests of all shareholders and the long-term enhancement of shareholder value.

Commenting on the agreement, Geoff Armstrong, Nexstar Broadcasting Compensation Committee Chairman stated, "Under Perry's leadership, Nexstar has grown to be a top ten local broadcast television company with a growing portfolio of complementary digital media operations.  Throughout his tenure, Perry has built the Nexstar platform through a combination of accretive acquisitions, industry leading innovation and the establishment of disciplined operating procedures.  By doing so, Nexstar has become a leader in serving viewers and businesses in the markets where it operates while simultaneously building long-term shareholder value and a growth pipeline that is expected to extend the Company's success.  On behalf of the entire Board of Directors, we are grateful to Perry's contributions and look forward to the continued benefit of his vision and commitment to the company's viewers, advertising clients and shareholders."

Perry Sook founded Nexstar Broadcasting in 1996 for the purpose of acquiring and operating network affiliated television stations in medium sized markets. The company went public in November 2003 and has grown to become one of the top ten television broadcasters in the United States.  In the last four years Nexstar has acquired (or agreed to acquire) 61 television stations and 3 digital media companies in accretive transactions totaling approximately $1.1 billion, doubling the size of its portfolio.

About Nexstar Broadcasting Group, Inc.

Nexstar Broadcasting Group is a leading diversified media company that leverages localism to bring new services and value to consumers and advertisers through its traditional media, digital and mobile media platforms. Nexstar owns, operates, programs or provides sales and other services to 105 television stations and 34 related digital multicast signals reaching 56 markets or approximately 15.6% of all U.S. television households. Nexstar's portfolio includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV, The CW, Telemundo, Bounce TV, Me-TV, and LATV. Nexstar's 56 community portal websites offer additional hyper-local content and verticals for consumers and advertisers, allowing audiences to choose where, when and how they access content while creating new revenue opportunities.

Pro-forma for the completion of all announced transactions, including the Pending Acquisitions, Nexstar will own, operate, program or provide sales and other services to 110 television stations and related digital multicast signals reaching 58 markets or approximately 18% of all U.S.

Forward-Looking Statements

This news release includes forward-looking statements. We have based these forward-looking statements on our 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 forward-looking statements contained in this news release, concerning, among other things, changes in net revenue, cash flow and operating expenses, involve risks and uncertainties, and are subject to change based on various important factors, including the impact of changes in national and regional economies, our ability to service and refinance our outstanding debt, successful integration of acquired television stations (including achievement of synergies and cost reductions), pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations' operating areas, competition from others in the broadcast television markets served by the Company, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events.  Unless required by law, we undertake 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 news release 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 our filings with the Securities and Exchange Commission.

 

Contact:
Thomas E. Carter	Joseph Jaffoni, Jennifer Neuman
Chief Financial Officer	JCIR
Nexstar Broadcasting Group, Inc.	212/835-8500 or nxst@jcir.com
972/373-8800

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