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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/30/23 Nexstar Media Group, Inc. 8-K:5,9 1/26/23 11:425K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 68K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 208K 6: R1 Document and Entity Information HTML 49K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- nxst-20230126_htm XML 16K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 3: EX-101.LAB XBRL Labels -- nxst-20230126_lab XML 43K 5: EX-101.PRE XBRL Presentations -- nxst-20230126_pre XML 36K 4: EX-101.SCH XBRL Schema -- nxst-20230126 XSD 11K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0000950170-23-001353-xbrl Zip 48K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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 30, 2023 ( i January 26, 2023) |
i NEXSTAR MEDIA GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 23-3083125 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 545 E. John Carpenter Freeway i Suite 700 |
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i Irving, i Texas |
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i 75062 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i (972) i 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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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i Common Stock |
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i NXST |
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i 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 i ☐
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 26, 2023, the Board of Directors of Nexstar Media Group, Inc. (the “Company”) approved an amendment and restatement of the Company’s bylaws (the “Second Amended and Restated Bylaws”), effective as of January 26, 2023.
The amendments set forth in the Second Amended and Restated Bylaws, among other things, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the Company’s stockholders, including, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, within eight business days of the meeting, (2) clarify the power of the Board of Directors and the chairperson of a meeting of stockholders to set rules for the conduct of any meeting of the Company’s stockholders, (3) revise the majority voting provision to clarify when an election will be deemed contested, (4) adopt gender-neutral terms when referring to particular positions, offices or title holders, and (5) make certain administrative, modernizing, clarifying, and conforming changes, including making updates to reflect recent amendments to the Delaware General Corporation Law.
The foregoing summary of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
3.1 |
Second Amended and Restated Bylaws of Nexstar Media Group, Inc. adopted on January 26, 2023 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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NEXSTAR MEDIA GROUP, INC. |
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Date: |
By: |
/s/ Lee Ann Gliha |
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Name: |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
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| This ‘8-K’ Filing | Date | Other Filings | ||
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| Filed on: | 1/30/23 | |||
| For Period end: | 1/26/23 | 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Nexstar Media Group, Inc. 10-K 12/31/23 118:20M Donnelley … Solutions/FA 5/09/23 Nexstar Media Group, Inc. 10-Q 3/31/23 78:11M Donnelley … Solutions/FA 2/28/23 Nexstar Media Group, Inc. 10-K 12/31/22 122:27M Donnelley … Solutions/FA |