NXST Nexstar Media Group Inc

PRO POSAL 4 – APPROVAL OF THE 2019 LONG-TERM EQUITY INCENTIVE PLAN

Subject to approval by the stockholders, our Board of Directors, upon the recommendation of the Compensation Committee of the Board of Directors, has approved our 2019 Long-Term Equity Incentive Plan (the “2019 Plan”).

The Board of Directors believes that the approval of the 2019 Plan is in the best interests of the Company and its stockholders and therefore recommends that the stockholders vote FOR this proposal.

The Company believes that incentives and share-based awards focus employees on the objective of creating shareholder value and promoting the success of the Company, and that incentive compensation plans like the proposed 2019 Plan are an important attraction, retention and motivation tool for participants in the plan.

The Company currently maintains two equity compensation plans: The 2015 Long-Term Equity Incentive Plan (the “2015 Plan”) and the 2012 Long-Term Equity Incentive Plan (the “2012 Plan”, together with the 2015 Plan, the “Prior Plans”), which provide for the grant of stock options, stock appreciation rights (“SARs”), restricted stock and performance awards. As of April 22, 2019, the number of shares to be issued upon exercise or vesting of outstanding awards under our Prior Plans are as follows:

As of April 22, 2019, the Company had 46,091,091 shares of Class A common stock outstanding.

The Board of Directors approved the 2019 Plan based, in part, on a belief that the number of shares currently available under the 2019 Plan does not give the Company sufficient authority and flexibility to adequately provide for future incentives.

The following summary of the material terms of the 2019 Plan is qualified in its entirety by reference to the complete text of the 2019 Plan, which is attached as Annex A and incorporated by reference into this proposal.

Summary of Material Terms of the 2019 Plan

Purpose

The 2019 Plan is intended to (i) provide certain directors, employees and consultants who perform services for, or to whom an offer of employment has been extended by, Nexstar and its subsidiaries with incentives to maximize stockholder value and otherwise contribute to the long-term success of Nexstar and (ii) enable Nexstar to attract, retain and reward the best available persons for positions of responsibility.

9

Shares Available For Awards

Subject to adjustment as provided in the 2019 Plan, the maximum number of shares of our Class A Common Stock that may be issued under all stock-based awards made under the 2019 Plan will be 3,100,000 shares. If any grant under the 2019 Plan, or, shares subject to any award granted under the Prior Plans on or after January 1, 2019, expires or terminates unexercised, becomes unexercisable, or is forfeited, such Shares will generally be available for future grants under the 2019 Plan. The number of shares available for issuance under the 2019 Plan will not be increased by the number of shares: (i) tendered by the participant or withheld by Nexstar in payment of the purchase price of an option under the 2019 Plan or granted on or after January 1, 2019 under the Prior Plans, (ii) tendered by the participant or withheld by Nexstar to satisfy any tax withholding obligations with respect to any grant under the 2019 Plan or granted on or after January 1, 2019 under the Prior Plans, (iii) subject to a SAR under the 2019 Plan or granted on or after January 1, 2019 under the Prior Plans, that are not issued in connection with its stock settlement on exercise thereof, and (iv) reacquired by Nexstar on the open market or otherwise using cash proceeds from the exercise of options under the 2019 Plan or granted on or after January 1, 2019 under the Prior Plans.

The Compensation Committee will adjust the number of shares and share limits described above in the case of a stock dividend or other extraordinary distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, issuance of warrants or other rights or other similar corporate transaction or event that affects shares of our Common Stock, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the 2019 Plan.

The Company intends to file a Registration Statement on Form S-8 relating to the issuance of common stock under the 2019 Long-Term Equity Incentive Plan with the SEC pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the 2019 Long-Term Equity Incentive Plan by our stockholders.

Participants

Directors (including non-employee directors), officers (including non-employee officers) and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its subsidiaries, is eligible to receive an award under the 2019 Plan. As of April 22, 2019, eight non-employee directors, zero consultants and 9,200 employees were eligible as a class to be selected by the Compensation Committee to receive awards under the 2019 Plan. Each individual to whom a grant is made under the 2019 Plan will enter into a written agreement with the Company that will contain, among other provisions, vesting requirements, award restrictions and the duration of such restrictions. Unless the Compensation Committee determines otherwise and except in certain occurrences of termination or Change of Control, no award under the 2019 Plan may be exercised and no award restrictions may lapse within 12 months from the date of grant. The Compensation Committee may accelerate vesting in connection with a change of control of the Company. Each individual to whom a grant is made under the 2019 Plan will enter into a written agreement with the Company that will contain, among other provisions, vesting requirements, award restrictions and the duration of such restrictions.

10

Administration

The 2019 Plan generally will be administered by the Compensation Committee, consisting of two or more directors of the Company. Each director will be required to qualify as an “independent director” under the NASDAQ Stock Market listing rules and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act. The Compensation Committee may delegate to a designated officer the power and authority to grant awards to nonexecutive employees.  In addition, for purposes of any award granted under the Prior Plans that is intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code, each member of the Compensation Committee will also be an “outside director” within the meaning of Section 162(m) of the Code.

The Compensation Committee will administer the 2019 Plan and will have full power and authority to : (i) select persons to participate in the 2019 Plan, (ii) determine the form and substance of grants made under the 2019 Plan to each participant, and the conditions and restrictions, if any, subject to which such grants will be made, (iii) certify that the conditions and restrictions applicable to any grant have been met, (iv) modify the terms of grants made under the 2019 Plan, (v) interpret the 2019 Plan and grants made thereunder, (vi) make any adjustments necessary or desirable in connection with grants made under the 2019 Plan to eligible participants located outside the United States and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out the 2019 Plan as it may deem appropriate.

New Plan Benefits

No awards have been granted, and no specific plans have been made for the grant of future awards, under the 2019 Plan. The grant of any awards under the 2019 Plan will be at the discretion of the Compensation Committee, as will the terms and number of awards to be granted in the future. Since no such determinations regarding the grant of awards have yet been made, the benefits or amounts that will be received by or allocated to the Company’s Named Executive Officers, executive officers as a group, non-employee directors as a group, and all other employees cannot be determined at this time.

The following table, however, sets forth the aggregate value of benefits or amounts that would have been received by or allocated to each of the following persons or groups, in each case, under the 2019 Plan with respect to fiscal year 2018 if the 2019 Plan had been in effect, in each case, based on awards made under the Prior Plans.

11

Market Price of Shares

The closing price of a share of Common Stock on April 22, 2019 was $113.80. Generally, for so long as the shares of stock remain listed on the NASDAQ Stock Market, the fair market value of a share of stock on an award grant date, or on any other date for which fair market value is required to be established under the 2019 Plan, will be the closing price of the shares of stock as reported on the NASDAQ Stock Market on such date (or if no selling price is quoted, the bid price).  If the shares of stock cease to be listed on the NASDAQ Stock Market or another established national or regional stock exchange or traded on another established securities market, the Compensation Committee will determine the fair market value of a share of stock in good faith.

Types of Awards and Terms and Conditions

The 2019 Plan permits the granting of:

Stock Options . The holder of an option will be entitled to purchase a number of shares of our Common Stock at a specified exercise price during a specified time period, all as determined by the Compensation Committee. The exercise price per share of each option granted under the 2019 Plan may not be less than 100%, or 110% in the case of an incentive stock option granted to a ten percent stockholder, of the fair market value of a share of stock on the option grant date.  Options may be exercised, in whole or in part, upon payment of the exercise price of the Shares to be acquired.  Unless otherwise determined by the Compensation Committee,  payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (ii) by delivery of outstanding shares with a fair market value on the date of exercise equal to the aggregate exercise price payable with respect to the options’ exercise, (iii) by simultaneous sale through a broker reasonably acceptable to the Compensation Committee of shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, (iv) by Nexstar withholding from issuance a number of shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of a share of common stock on the date of exercise, is equal to the aggregate exercise price payable with respect to the options so exercised or (v) by any combination of the foregoing.

Stock Appreciation Rights . SARs may be granted in conjunction with all or a part of any option or other award granted under the 2019 Plan, or without regard to any option or other award. The holder of a SAR is entitled to receive the excess of the fair market value (calculated as of the exercise date or, at the Compensation Committee’s discretion, as of any time during a specified period before or after the exercise date) of a specified number of shares of our Common Stock over the grant price of the SAR. The strike price of a SAR may not be less than the fair market value of a share of stock on the grant date.

Restricted Stock and Restricted Stock Units . The holder of restricted stock will own shares of our Common Stock subject to restrictions imposed by the Compensation Committee (including, for example, restrictions on the right to vote the restricted shares or to receive any dividends or dividend equivalents with respect to the shares) for a specified time period determined by the Compensation Committee. The holder of restricted stock units will have the right, subject to any restrictions imposed by the Compensation Committee, to receive shares of our Common Stock, or a cash payment equal to the fair market value of those shares, at some future date determined by the Compensation Committee. The Compensation Committee may grant the right to receive dividend equivalents in respect of each share of our Common Stock subject to any restricted stock unit.  In the event dividend equivalents are granted on an award of restricted stock units, any dividend equivalent will be delivered to the recipient, if at all, solely upon and to the extent any vesting conditions applicable to the restricted stock units to which such dividend equivalents relate are satisfied.

12

Performance Awards . The Compe nsation Committee may grant performance awards under the 2019 Plan. A performance award may be denominated or payable in cash, stock (including restricted stock and restricted stock units), other securities, other awards or other property, and confers on t he holder the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during a performance period as established by the Compensation Committee. The performance goals to be achieved during any performance period , the length of any performance period, the amount of any performance award granted, the amount of any payment or transfer to be made pursuant to any performance award and any other terms and conditions of any performance award will be determined by the Co mpensation Committee.

Minimum Vesting Conditions

Each award granted under the 2019 Plan must be subject to a minimum vesting period of at least one year or, for any non-employee director recipient, the next annual meeting of the Board (if earlier); provided, that up to 5% of the maximum number of shares available for issuance under the 2019 Plan (as may be adjusted in accordance with the 2019 Plan) and any dividends or dividend equivalents issued in connection with any award granted under the 2019 Plan will not be subject to the minimum vesting restrictions (or count towards the 5% exclusion).  Notwithstanding the minimum vesting noted, the Compensation Committee may accelerate the vesting of any award upon the occurrence of a specific event, such as a termination of a recipient’s employment or service or a Change in Control or other corporate transaction.

Participant Limitations

Participants under the 2019 Plan will be subject to the following individual participant limitations (or two times such applicable amount limitations with respect to the year in which the participant commences employment), in each case, subject to adjustment in accordance with the terms of the 2019 Plan:

(i) During any fiscal year, the maximum number of shares subject to any award of options, SARs, Restricted Stock Units or restricted stock awards (in the latter two cases, for which the grant of such award or the lapse of the relevant restricted period is subject to the attainment of Performance Goals), that may be granted under the 2019 Plan, on a per award type basis, to any participant, will be 500,000 shares.

(ii) During any twelve month period, the maximum number of shares subject to any performance awards that may be earned by any participant under the 2019 Plan will be 500,000 Shares.

(iii) During any twelve month period, the maximum value of a cash payment earned with respect to a performance award granted, per award type, will be $15,000,000.  

(iv) The maximum grant date fair value of any award granted to any non-employee director during any calendar year will not exceed $500,000.  This limit applies to awards granted under the 2019 Plan only and does not include shares granted in lieu of all or any portion of such director’s cash retainer fees.

Change in Control

The 2019 Plan contains provisions, which are described below, that provide for adjustments to the terms of some types of outstanding awards upon the occurrence of specified kinds of corporate transactions, including transactions that would be deemed to constitute a Change in Control of the Company within the meaning of the 2019 Plan, as described below, which we refer to as a “Change in Control.”

The 2019 Plan defines a “Change in Control” to mean:

(i) if any “person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of Nexstar’s then outstanding securities;

13

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new directors whose election by the Board of D irectors or nomination for election by Nexstar’s stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any rea son to constitute a majority thereof;

(iii) the stockholders approve and subsequently consummate a merger or consolidation of Nexstar or a subsidiary with any other corporation, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of Nexstar outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Nexstar (or the entity surviving any merger with Nexstar) or a direct or indirect parent corporation of Nexstar (or the entity surviving any merger with Nexstar)) outstanding immediately after such merger or consolidation or (B) by which the corporate existence of Nexstar is not affected and following which Nexstar’s chief executive officer and directors retain their positions with Nexstar (and constitute at least a majority of the Board of Directors); or

(iv) the stockholders approve and effectuate a plan of complete liquidation of Nexstar or an agreement for the sale or disposition by Nexstar of all or substantially all of Nexstar’s assets.

Notwithstanding the foregoing, with respect to any award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the 2019 Plan for purposes of payment of the award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

Unless otherwise provided in a participant’s award agreement, if there is a Change in Control where outstanding awards are assumed in connection with the Change in Control, and a participant’s employment is thereafter terminated for Good Reason or without Cause, or upon death or Disability (as such terms are defined in the 2019 Plan), then all of the participant’s awards (other than performance awards) will become immediately fully vested and, in the case of options and SARs, exercisable for up to the later of 90 days after the date of termination or the expiration date of the award. Furthermore, a participant who has been granted a performance award will earn no less than the portion of the performance award that he would have earned if the applicable performance cycle had terminated on the date of the Change of Control. In the event of any merger, consolidation or other reorganization in which Nexstar is not the surviving or continuing corporation or in which a Change in Control is to occur, all of Nexstar’s obligations regarding options, SARs, performance awards, and restricted stock that were granted under the 2019 Plan and that are outstanding on the date of such event shall, on such terms as may be approved by the Compensation Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash) equal to the intrinsic value of such award.

Additionally, in connection with any transaction of the type specified by clause (iii) of the definition of a Change in Control above, the Compensation Committee may, in its discretion, (i) cancel any or all outstanding options or SARs under the 2019 Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their options or SARs had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that would have been payable to the option or SAR holders pursuant to such transaction if their options or SARs had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or all such options for no consideration or payment of any kind.  

14

Duration, Amendment and Termination

No awards may be made after ten years from the earlier of the date of adoption of the 2019 Plan by the Board of Directors, the date of stockholder approval or any earlier date of discontinuation or termination established pursuant to the 2019 Plan. However, awards granted under the 2019 Plan prior to expiration may extend beyond the expiration of the 2019 Plan.

The Board of Directors or the Compensation Committee may amend or terminate the 2019 Plan without the consent of the stockholders, except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including the provisions of Section 422 of the Code or any successor thereto, or by any listing requirement of any exchange on which the Company’s common stock is then listed.

Clawback or Recoupment of Awards

All awards under the 2019 Plan will be subject to forfeiture and/or penalty conditions determined by the Compensation Committee and set forth in the award agreement, including recovery under any law, government regulation or stock exchange listing requirement.

Blackout Periods

Nexstar has the authority under the 2019 Plan to establish any “blackout” period that it deems necessary or advisable with respect to any and all awards in accordance with Nexstar’s insider trading policy.

Prohibition on Repricing Awards

Without the approval of our stockholders, the Compensation Committee will not reprice, adjust or amend the exercise price of any options or the grant price of any SAR previously awarded, whether through amendment, cancellation and replacement grant or any other means, except in connection with a stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares, issuance of warrants or other rights or other similar corporate transaction or event that affects shares of our Common Stock, in order to prevent dilution or enlargement of the benefits, or potential benefits intended to be provided under the 2019 Plan.

Federal Income Tax Consequences

The following summarizes the federal income tax consequences of awards that may be granted under the 2019 Plan.

Incentive Stock options. An optionholder will not realize taxable income upon the grant of an incentive stock option under the 2019 Plan. In addition, an optionholder generally will not realize taxable income upon the exercise of an incentive stock option. An optionholder’s alternative minimum taxable income, however, will be increased by the amount by which the aggregate fair market value of the shares underlying the incentive stock option, which is generally determined as of the date of exercise, exceeds the aggregate exercise price of the incentive stock option. Further, except in the case of an optionholder’s death or disability, if an option is exercised more than three months after the optionholder’s termination of employment, the option will cease to be treated as an incentive stock option and will be subject to taxation under the rules applicable to nonqualified stock options, as summarized below.

15

If an optionholder sells the shares of stock acquired upon exercise of an incentive stock option, the tax consequences of the disposition will depend upon whether the disposition is “qualifying” or “disqualifying.” The disposition of the option s hares will be a qualifying disposition if it is made at least two years after the date on which the incentive stock option was granted and at least one year after the date on which the incentive stock option was exercised. If the disposition of the option shares is qualifying, any excess of the sale price of the option shares over the exercise price of the option will be treated as long-term capital gain taxable to the optionholder at the time of the sale. If the disposition is a disqualifying disposition, the excess of the fair market value of the option shares on the date of disposition over the exercise price will be taxable income to the optionholder at the time of the disposition. Of that income, the amount up to the excess of the fair market value of t he shares at the time the option was exercised over the exercise price will be ordinary income for income tax purposes and the balance, if any, will be long-term or short-term capital gain, depending upon whether or not the shares were sold more than one y ear after the option was exercised.

Unless an optionholder engages in a disqualifying disposition, Nexstar will not be entitled to a deduction with respect to an incentive stock option. If an optionholder engages in a disqualifying disposition, Nexstar will be entitled to a deduction equal to the amount of compensation income taxable to the optionholder.

If an optionholder pays the exercise price of an incentive stock option by tendering shares with a fair market value equal to part or all of the exercise price, the exchange of shares will be treated as a nontaxable exchange, except that this treatment will not apply if the optionholder acquired the shares being tendered pursuant to the exercise of an incentive stock option and has not satisfied the special holding period requirements summarized above. The tax basis of the shares tendered to pay the exercise price will be treated as the substituted tax basis for an equivalent number of shares received, and the new shares will be treated as having been held for the same holding period as the holding period that expired with respect to the tendered shares.

Nonqualified Stock options. An optionholder will not realize taxable income upon the grant of a nonqualified stock option. When an optionholder exercises the option, however, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will constitute compensation income taxable to the optionholder.

If an optionholder tenders shares in payment of part or all of the exercise price of a nonqualified stock option, no gain or loss will be recognized with respect to the shares tendered, even if the shares were acquired pursuant to the exercise of an incentive stock option. In such an event, the optionholder will be treated as receiving an equivalent number of shares pursuant to the exercise of the option in a nontaxable exchange. The tax basis of the shares tendered will be treated as the substituted tax basis for an equivalent number of shares received, and the shares received will be treated as having been held for the same holding period as the holding period that expired with respect to the tendered shares. The difference between the aggregate exercise price and the aggregate fair market value of the shares received upon the exercise of the option will be taxed as ordinary income, just as if the optionholder had paid the exercise price in cash.

Restricted Stock. A grantee of restricted stock will not recognize any taxable income for federal income tax purposes in the year of the award if the shares of stock are subject to restrictions (that is, the restricted stock are nontransferable and subject to a substantial risk of forfeiture). The grantee, however, may elect under Section 83(b) of the Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the grantee does not make a Section 83(b) election, the fair market value of the shares on the date on which the restrictions lapse will be treated as compensation income to the grantee and will be taxable in the year in which the restrictions lapse.

Dividend Equivalents Rights. Grantees under the 2019 Plan who receive awards of dividend equivalent rights will be required to recognize ordinary income in the amount distributed to the grantee pursuant to the award.

Stock Units and Performance-Based Awards. A distribution of shares of stock or a payment of cash in satisfaction of stock units or a performance-based award will be taxable as ordinary income when the distribution or payment is actually or constructively received by the grantee. The amount taxable as ordinary income is the aggregate fair market value of the shares of stock determined as of the date they are received or, in the case of a cash award, the amount of the cash payment.

16

Stock appreciation rights. The grant of SARs will not result in taxable income to the grantee or a deduction to Nexstar . Upon exercise of a SAR, the grantee will recognize ordinary income in an amount equal to the cash or the fair market value of the shares of stock received by the grantee.

Tax Withholding. Payment of the taxes imposed on awards made under the 2019 Plan may be made by withholding from payments otherwise due and owing to the grantee.

17

Perry A. Sook has served as the Chairman of Nexstar’s Board of Directors, President and Chief Executive Officer and as a director since its inception in 1996. From 1991 to 1996, Mr. Sook was a principal of Superior Communications Group. Mr. Sook currently serves as Chairman of the CBS Affiliates Board and The Ohio University Foundation Board. He is also a Board Member of the National Association of Broadcasters, Broadcasters Foundation of America and the Television Bureau of Advertising, where he also previously served as Chairman of the Board of Directors.

Mr. Sook brings to Nexstar’s Board of Directors his demonstrated leadership skills and extensive operating executive experience acquired in several communication and media businesses. He is highly experienced in driving operational excellence, development of innovative technologies and attainment of financial objectives under a variety of economic and competitive conditions.

Geoff Armstrong has served as a director of Nexstar since November 2003. Mr. Armstrong is Chief Executive Officer of 310 Partners, a private investment firm. From March 1999 through September 2000, Mr. Armstrong was the Chief Financial Officer of AMFM, which was publicly traded on the New York Stock Exchange until it was purchased by Clear Channel Communications in September 2000. From June 1998 to February 1999, Mr. Armstrong was Chief Operating Officer and a director of Capstar Broadcasting Corporation, which merged with AMFM in July 1999. Mr. Armstrong was a founder of SFX Broadcasting, which went public in 1993, and subsequently served as Chief Financial Officer, Chief Operating Officer and a director until the company was sold in 1998 to AMFM. Mr. Armstrong has served as a director and the chairman of the audit committee of Urban One (formerly Radio One) since June 2001 and May 2002, respectively. Mr. Armstrong has also served on the board of directors of SFXii Entertainment, Capstar Broadcasting Corporation, AMFM and SFX Broadcasting.

Mr. Armstrong brings to Nexstar’s Board of Directors his extensive experience as the Chief Executive Officer of several publicly traded companies in the broadcast and communications industry, as well as a member of the audit committee of several publicly traded companies. His service on the boards of public companies in diverse industries allows him to offer a broad perspective on corporate governance, risk management and operating issues facing corporations today.

18

Jay M. Grossman has ser ved as a director of Nexstar since 1997 and was its Vice President and Assistant Secretary from 1997 until March 2002. Mr. Grossman serves as Managing Partner and Co-Chief Executive Officer at ABRY Partners, LLC (“ABRY”), which he joined in 1996. Prior to joining ABRY, Mr. Grossman was an investment banker specializing in media and entertainment at Kidder Peabody and at Prudential Securities. Mr. Grossman currently serves as a director (or the equivalent) of several private companies including Hometown Cabl e, Grande Communications Networks and RCN Telecom Services. Previously, Mr. Grossman served on the board of directors of a wide variety of companies including Atlantic Broadband, Q9 Networks, Sidera Networks, WideOpenWest Holdings, Consolidated Theaters, C ountry Road Communications, Monitronics International, Caprock Communications, Cyrus One Networks, Executive Health Resources and Hosted Solutions.

Mr. Grossman brings to Nexstar’s Board of Directors his ability to provide the insight and perspectives of a former investment banker at one of the world’s largest investment banks. His prior experience with media and entertainment transactions offers a unique viewpoint as a director. He also oversaw the integration of two middle-market communications companies with differing operations and networks. His service on the boards of several private companies in diverse industries allows him to offer a broad perspective on corporate governance, compensation and operating issues facing corporations today.

Dennis A. Miller has served as a director of Nexstar since February 2014. From 2013 until April 2014, Mr. Miller served as President of Operations for TV Guide Network, a highly distributed entertainment network owned by CBS Corporation and Lionsgate Entertainment Corporation. From 2011 to 2013, Mr. Miller was as an independent consultant to MediaLink and Lionsgate. From 2005 to 2011, Mr. Miller was a General Partner at Spark Capital, a venture fund with an investment focus on the conflux of the media, entertainment and technology industries. Prior to joining Spark Capital, Mr. Miller served as Managing Director for Constellation Ventures, the venture arm of Bear Stearns. His portfolio of investments included CSTV (sold to CBS), TVONE (sold to Comcast and Radio One), Capital IQ (sold to McGraw Hill) and K12, which went public in 2007. Before focusing on venture capital investing, Mr. Miller served as Executive Vice President of Lionsgate, a global entertainment company with motion picture, television, home entertainment and digital media operations, which he joined in 1998. From 1995 to 1998, Mr. Miller was the Executive Vice President of Sony Pictures Entertainment, a global motion picture, television and entertainment production and distribution company. He was Executive Vice President of Turner Network Television from 1991 to 1995, during the cable channel’s early inception. From 1990 to 1995, Mr. Miller was Executive Vice President of Turner Network Television. Mr. Miller began his career as an attorney with Manatt, Phelps, Rothenberg and Phillips in Los Angeles. He holds a Juris Doctorate from Boalt Law School and a B.A. in political science from the University of California at San Diego. Mr. Miller currently serves as Chairman of Industrial Media.

Mr. Miller brings to Nexstar’s Board of Directors his over 25 years of knowledge and experience in numerous early-stage and established media, entertainment and technology companies.

John R. Muse was appointed a member of the Board of Directors of Nexstar effective in January 2017. From 2014 until January 2017, Mr. Muse served in the board of directors of Media General, Inc. (“Media General”). He has over 25 years of experience in private equity and is currently the chair of the Lucchese, Inc. and Free Flow Wines, a leading packaging and logistics company serving the wine on tap segment. He is also on the board of directors of Dean Foods (public) and CSM Bakery Solutions (private). His philanthropic interests in education, community and human services have inspired him to serve on the Board of Visitors for the UCLA Anderson School of Management and the Klyde Warren Park Board. John received his B.S. in Engineering Management from the United States Air Force Academy and his M.B.A. from the University of California, Los Angeles.

Mr. Muse brings to Nexstar’s Board of Directors his leadership skills in entrepreneurial and executive roles in a wide range of industries. Mr. Muse also has had financial leadership roles.

19

I. Martin Pompadur has served as a director of Nexstar since Nov ember 2003. In June of 1998, Mr. Pompadur joined News Corporation as Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe and a member of News Corporation’s Executive Management Committee. In January 2000, Mr. Pompadur was appointed Chairman of News Corp Europe. Mr. Pompadur resigned from News Corporation in November 2008. Mr. Pompadur served as Global Vice Chairman, Media and Entertainment at Macquarie Capital from 2009 to 2016. Prior to joining News Corpor ation, Mr. Pompadur was President of RP Media Management and held executive positions at several other media companies. Mr. Pompadur currently serves as the Chairman of Metan Global Entertainment and as a director of RP Coffee Ventures. Previously, Mr. Pom padur served on the boards of IMAX Corporation, ABC, Inc., Ziff Corporation, News Corporation Europe, Sky Italia, News Out of Home, Balkan Bulgarian, BSkyB, Metromedia International Group, Elong, Seatwave Limited , L inkshare Corporation and Truli Media Grou p.

Mr. Pompadur brings to Nexstar’s Board of Directors his ability to offer a broad international perspective on issues considered by Nexstar’s Board of Directors and his extensive expertise in the media industry.

Dennis J. FitzSimons – biographical information for Mr. FitzSimons can be found under “Proposal 1 – Election of Class I Directors.”

C. Thomas McMillen – biographical information for Mr. McMillen can be found under “Proposal 1 – Election of Class I Directors.”

Lisbeth McNabb – biographical information for Ms. McNabb can be found under “Proposal 1 – Election of Class I Directors.”

20

Compensation Committee

The Compensation Committee makes decisions about the compensation of the Chief Executive Officer and has the authority to review and approve the compensation for the Company’s other executive officers. The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company’s executive officers, including the Chief Executive Officer, are (i) to enable the Company to attract and retain highly qualified executives by providing total compensation opportunities with a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation to the Company’s general performance and specific attainment of long-term strategic goals, and (iii) to provide long-term incentives for future performance that aligns stockholder interests and executive rewards.

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock option plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans. The Compensation Committee met once during 2018. The Compensation Committee did not hold more than one meeting in 2018 because no Named Executive Officer contract was up for renewal and there were no proposed new long term incentive plans. In addition, succession planning, the negative say on pay vote, and other committee items were discussed as part of full board executive sessions. The Compensation Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv. The information contained on or accessible through our web site does not constitute a part of this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.

Audit Committee

The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm. The Audit Committee met four times during 2018. The members of the Audit Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Ms. McNabb, who served as Chair of the Audit Committee in 2017, is an “audit committee financial expert” in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”). The Audit Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

21

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under an amended written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web site at www.nexstar.tv . All three members of the Nominating and Corporate Governance Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Nominating and Corporate Governance Committee did not meet as a committee in 2018 because all material committee issues were discussed by the full Board of Directors during executive sessions or during the Board of Directors retreat held in July 2018. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 2020 Annual Meeting” under “Other Information” in this Proxy Statement).

The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders because fewer than ten non-management stockholders attended our 2018 Annual Meeting of Stockholders in person. Mr. Sook attended and presided over the 2018 Annual Meeting of Stockholders.

The Nominating and Corporate Governance Committee determines the minimum qualifications that Director nominees must possess based on the composition, size and needs of the Board of Directors. The Nominating and Corporate Governance Committee also determine the qualifications and skills required to fill a vacancy or a newly created directorship to complement the existing qualifications and skills, as a vacancy or need for a new directorship arises. The nomination procedures includes the review of stockholder nominations for candidacy to the Board of Directors, review of succession planning with the Compensation Committee, review of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors. If it is determined that additional nominating policy would be beneficial to Nexstar, the Board of Directors may in the future adopt additional nominating policy.

22

There is no formal policy governing how diversity is considered in the makeup of the Board and the selec tion of its members. The Nominating and Corporate Governance Committee defines Board diversity broadly to mean that the Board is comprised of individuals with a variety of perspectives, industry experience, personal and professional backgrounds, skills and qualifications. When nominating a Board member, the Nominating and Corporate Governance Committee examines the diversity of the overall board and strives to maintain an appropriate level of diversity (as set forth above) with the addition of each new nomi nee.

Under the rules and regulations of the NASDAQ Stock Market, we are required to maintain a majority of independent Directors on the Board of Directors and to have the compensation of our executive officers and the nomination of Directors be determined by independent Directors. Our Board of Directors meets these standards.

Board of Directors Leadership Structure

The Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure determinations, the Board of Directors considers many factors, including the specific needs of the business and the best interests of the Company’s stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer and Board committees comprised of independent Directors. The Board of Directors believes that Mr. Sook’s service in this combined role is in the best interest of both the Company and its stockholders. Mr. Sook has a vast knowledge of television broadcasting and is seen as a leader in this industry. He understands the issues facing the Company and serving in this dual role he is able to effectively focus the Board of Director’s attention on these matters. In his combined capacity, he can speak clearly with one voice in addressing the Company’s various stakeholders such as customers, suppliers, employees and the investing public.

The Board of Directors has voted not to designate one of the independent Directors as a “lead independent director” because each independent Director is fully and effectively involved in the activities and issues relevant to the Board of Directors and its committees. The independent directors do not wish to place one individual between themselves and the Chairman/CEO and other management as they believe this will diminish their active engagement. The independent Directors have repeatedly demonstrated the ability to exercise their fiduciary responsibilities in deliberating issues before the Board of Directors and making independent decisions. Under NASDAQ Listing Standards, our independent Directors are Messrs. Armstrong, Grossman, Pompadur, Miller, Muse, FitzSimons and McMillen and Ms. McNabb.

Risk Oversight

The Board of Directors plays a vital role in managing the risks facing our Company. Through the Audit Committee, the Board of Directors manages potential accounting risk through oversight of disclosure controls and controls surrounding financial reporting. Senior financial executives report to the Audit Committee at each committee meeting on significant financial and accounting matters. In addition, the Audit Committee, in conjunction with senior management, manage the Company’s cyber-security, data risks (including privacy and storage risks). Through the Compensation Committee, the Board of Directors manages potential risks associated with our compensation programs by ensuring that they are not structured in a way that encourages executives to take unacceptable risks. The Board of Directors is involved in managing operational risk through Enterprise Risk via quarterly reporting from various departments and disciplines within Company management, the evaluation of potential station acquisitions and significant agreements at Board of Directors meetings and in between meetings, as needed. The Board of Directors confers with our general counsel and outside legal counsel, when necessary, in overseeing legal and regulatory risks.

23

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents result ing from deliberate attacks or unintentional events. It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The results of these incidents could include, but are not limited to, business interrupt ion, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or inv estor confidence. The Company’s Cybersecurity Committee helps mitigate cybersecurity risks.  The role of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cyberse curity policies and procedures, and to invest in and implement enhancements to the Company’s cybersecurity infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, and intrusion detection systems.

Code of Ethics and Anti-Corruption Policy

The Board of Directors adopted a Code of Ethics that applies to our executive officers and Directors, and persons performing similar functions. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promotes full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Nexstar, and promotes compliance with all applicable rules and regulations that apply to Nexstar and its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003 on Form 10-K filed with the SEC on March 31, 2004. In October 2017, we adopted an Anti-Corruption Policy, which supplements our Code of Ethics and provides detailed guidance to our employees on prohibited actions under anti-bribery and anti-corruption laws.