Current Report Filing (8-k)
January 27 2017 - 4:32PM
Edgar (US Regulatory)
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): January 27, 2017 (January 23, 2017)
Nexstar Media Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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000-50478
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23-3083125
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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545 E. John Carpenter Freeway, Suite 700
Irving, Texas 75062
(Address of principal executive offices, including Zip Code)
(972) 373-8800
(Registrants Telephone Number, Including Area Code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
Amendment to Executive Employment Agreement with Mr. OBrien
Effective as of January 23, 2017, Nexstar Media Group, Inc. (the Company) entered into the first amendment to executive
employment agreement with Thomas OBrien, Executive Vice President, Digital Media and Chief Revenue Officer (the OBrien Amendment). The term of Mr. OBriens employment agreement runs until October 31, 2021
with automatic
one-year
renewals, unless prior termination occurs pursuant to his employment agreement or a
90-day
notice not to extend Mr. OBriens
appointment is received prior to the end of this current term. Mr. OBrien shall receive an initial base salary of $550,000 through the end of October 2017, with such base salary increasing by $25,000 each twelve-month period thereafter.
In addition, Mr. OBrien is eligible to receive a target bonus up to 75% of his annual base salary. In the event of specific instances of termination (including for merger, a reason by the Company other than for cause or for good reason),
Mr. OBrien is also eligible to receive compensation in an amount equal to his then-current base annual salary plus an additional $20,800.
There is no arrangement or understanding between Mr. OBrien and any other person pursuant to which he was selected as an officer.
There are no family relationships between Mr. OBrien and any director or executive officer of the Company and Mr. OBrien is not party to a related party transaction as defined by Item 404(a) of Regulation
S-K.
Additional biographical information with respect to Mr. OBrien is included in the
Companys Registration Statement on
Form S-4,
which was filed with the Securities and Exchange Commission (the SEC) on March 22, 2016, as amended by Amendment No. 1, which was
filed with the SEC on April 27, 2016, and Amendment No. 2, which was filed with the SEC on May 5, 2016.
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
hereunto duly authorized.
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Date: January 27, 2017
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NEXSTAR MEDIA GROUP, INC.
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By:
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/s/ THOMAS E. CARTER
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Thomas E. Carter
Chief Financial Officer
(Principal Financial Officer)
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