UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
____________________________________

SCHEDULE 14A

14a
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

Gray Television, Inc.

(Name of Registrant as Specified in itsIts Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Meeting to be held on June 9, 2016May 7, 2018

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Gray Television, Inc. will be held at 9:11:30 a.m., Eastern time, on June 9, 2016,May 7, 2018, at the Company’sCompany’s corporate headquarters, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, for the purpose of considering and acting upon:

Only holders of record of Gray Television, Inc. common stock, no par value per share, and Gray Television, Inc. Class A common stock, no par value per share, at the close of business on April 4, 2016March 8, 2018 are entitled to notice of, and to vote at, the annual meeting. Attendance at the annual meeting is limited to such shareholders of record at the close of business on April 4, 2016 and to any invitees of Gray Television, Inc.

Your vote is very important. Regardless of whether you intendplan to attend the annual meeting, we encourage you to vote as soon as possible by one of three convenient methods in order to ensure your shares are represented at the meeting: accessing the internet site listed on the notice of internet availability of proxy materials or proxy card, calling the toll-free number listed on the proxy card, or signing, dating and returning the proxy card in the enclosed postage-paid envelope. Any proxy you give will not be used if you attend the annual meeting and vote in person.

Atlanta, Georgia

April 29, 2016March 27, 2018

GRAY TELEVISION, INC.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319

PROXY STATEMENT
For Annual Meeting of Shareholders
to be Held on June 9, 2016May 7, 2018

This proxy statement is being furnished by the Board of Directors (the “Board”“Board”) of Gray Television, Inc., a Georgia corporation (which we refer to as “Gray,” the “Company,” “we,” “us” or “our”), to the holders of each of our common stock, no par value per share (“common stock”), and our Class A common stock, no par value per share (“Class A common stock”), in connection with the solicitation of proxies by the Board for use at our 20162018 Annual Meeting of Shareholders (the “2016“2018 Annual Meeting”) to be held at the Company’s corporate headquarters, 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, on June 9, 2016,May 7, 2018, at 9:11:30 a.m., Eastern time, and at any adjournments or postponements thereof. For directions to the location of the 20162018 Annual Meeting, you may contact our corporate offices at (404) 504-9828. Distribution to shareholders of the Notice of Internet Availability of Proxy Materials (the “Notice”) and this proxy statement and a proxy card to shareholders is scheduled to begin on or about April 29, 2016.March 27, 2018.

A proxy delivered pursuant to this solicitation is revocable at the option of the person giving the same at any time before it is exercised. A proxy may be revoked, prior to its exercise, by signing and delivering a later dated proxy card, by submitting a later dated vote via the internet or by telephone, by signing and delivering a later dated proxy card, by delivering written notice of the revocation of the proxy to our Corporate Secretary prior to the 20162018 Annual Meeting, or by attending and voting at the 20162018 Annual Meeting. Attendance at the 20162018 Annual Meeting, in and of itself, will not constitute revocation of a proxy. Unless previously revoked, the shares represented by proxy will be voted in accordance with the shareholder’sshareholder’s directions if the proxy is duly submitted prior to the 20162018 Annual Meeting.

If you return a signed proxy card that does not indicate your voting preferences, the persons named as proxies on the proxy card will vote your shares FOR the election of each of the director nominees recommended by the Board, FOR the proposal to approve an amendment to the Gray Television, Inc. Restated Articles of Incorporation (our “Articles”) to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder, FOR the ratification of the Company’s independent registered public accounting firm, neither for nor against the shareholder proposal requesting that the Board take all necessary steps to provide holders of Class A common stock with the right to annually convert 1% of the outstanding Class A common stock into shares of common stock, and in accordance with the discretion of the named proxies on any other matters properly brought before the 20162018 Annual Meeting.

The expenses associated with this proxy statement and soliciting the proxies sought hereby will be borne by us. In addition to the use of the mail, proxies may be solicited by our officers, directors and regular employees, who will not receive additional compensation therefor, in person or by telephone or other means of electronic communication. We will also will request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of our common stock and our Class A common stock as of the record date for the 20162018 Annual Meeting, and will provide reimbursement for the cost of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly submitting your vote by proxy will help to avoid additional expense.

Table of ContentsTABLE OF CONTENTS

Page

GRAY TELEVISION, INC.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319

VOTING MATTERS

Record Date and Voting Rights

Our Board has fixed the close of business on April 4, 2016March 8, 2018 as the record date (the “Record Date”) for determining holders of our common stock and our Class A common stock entitled to notice of, and to vote at, the 20162018 Annual Meeting. Only holders of record of our common stock and/or our Class A common stock at the close of business on that date will be entitled to notice of, and to vote at, the 20162018 Annual Meeting. As of the record date, 6,404,86283,591,627 shares of our common stock and 6,729,035 shares of our Class A common stock and 66,284,329 shares of our common stock were outstanding. Each share of our common stock is entitled to one vote and each share of our Class A common stock is entitled to ten votes for each director nominee and each other matter to be acted upon at the 20162018 Annual Meeting. Cumulative voting for director nominees is not allowed. The total number of possible votes for each director nominee, and for each other matter to be acted upon, is 130,332,949.

Shareholders of record may vote:

Instructions for voting are included on the Notice or the proxy card.

You may revoke your proxy and change your vote by:

Important Notice Regarding the Availability of Proxy Materials for the 20162018 Annual Meeting

The following information can be found at http://www.proxyvote.com:

Quorum

A quorum is necessary to hold a valid 20162018 Annual Meeting. A majority of possible votes, or 65,166,47675,440,990 votes (including abstentions and broker non-votes (described below)), represented in person or by proxy will constitute a quorum. Votes cast in person or by proxy or in person at the 20162018 Annual Meeting will be tabulated by the inspector of elections appointed for the meeting, who also will count such votes to determine whether a quorum is present for the transaction of business.

If a quorum is not present at the scheduled time of the 20162018 Annual Meeting, the chairman of the meeting may adjourn or postpone the 20162018 Annual Meeting until a quorum is present. The time and place of the adjourned or postponed 20162018 Annual Meeting will be announced at the time the adjournment is taken and, unless such adjournment or postponement is for more than 30 days, no other notice will be given. An adjournment or postponement will have no effect on the business that may be conducted at the 20162018 Annual Meeting.

Shares Held by a Bank, Broker or Other Nominee and Broker Non-Votes

If you are the beneficial owner of shares of our common stock or Class A common stock held in “street“street name” by a bank, broker or other nominee, such other party is the record holder of the shares and is required to vote those shares in accordance with your instructions. If you do not give instructions to the record holder, that party will be prohibited from voting your shares on any matter other than with respect to the approval of the amendment to our Articles to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder and the ratification of the appointment of RSM US LLP (formerly known as McGladrey LLP) as our independent registered public accounting firm for the year ending December 31, 2016.2018. If you do not provide instructions to the record holder, your shares will be treated as “broker non-votes” with respect to all other proposals voted on at the 20162018 Annual Meeting. Additionally, the record holder may elect not to vote your shares with respect to the approval of the amendment to our Articles to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder or the ratification of our independent registered public accounting firm, in which case your shares would also be treated as “broker non-votes” with respect to that proposal. All “broker non-votes” will be included for purposes of calculating the presence of a quorum, but otherwise will be treated as shares not voted on a proposal.

Required Vote

Each director nomineeAdditionally, if you participate in our Capital Accumulation Plan (the “Capital Accumulation Plan”) and have contributions invested in the Company’s common stock as of the Record Date, your proxy card will also serve as a voting instruction card for the trustee under the Capital Accumulation Plan (the “Capital Accumulation Plan Trustee”). If you do not give instructions to the Capital Accumulation Plan Trustee, the Capital Accumulation Plan Trustee will be prohibited from voting your shares on any matter at the 2018 Annual Meeting and your shares will not be included for purposes of calculating the presence of a quorum.

Required Vote

Director nominees will be elected by a plurality of the votes cast in person or by proxy at the 20162018 Annual Meeting, which means that the eightnine nominees receiving the most votes will be elected. Votes withheld from any nominee will have no effect on the outcome of the election of directors. Abstentions and broker non-votes will not be counted as “votes“votes cast” and, therefore, will have no effect on the outcome of the election of directors.

With respectThe approval of the amendment to our Articles to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder requires the affirmative vote of each of (1) a majority of the votes entitled to be cast on the proposal and (2) a majority of the votes entitled to be cast by holders of common stock and Class A common stock, each voting as a separate voting group. An abstention or a broker non-vote will have the same effect as a vote against the proposal.

The ratification of the appointment of RSM US LLP as Gray’sGray’s independent registered public accounting firm for 2016, the approval of such proposal2018 requires the affirmative vote of a majority of the votes cast in person or by proxy at the 20162018 Annual Meeting. Under New York Stock Exchange (“NYSE”) rules, if your shares are held in “street name,” the record holder is permitted, but is not required, to vote your shares with respect to the ratification of the appointment of RSM US LLP as Gray’s independent registered public accounting firm for 2016 even if the record holder does not receive voting instructions from you. Abstentions and broker non-votes will not be counted as “votes cast” and, therefore, will have no effect on the outcome of this proposal.

The approval, on a non-binding advisory basis, of the shareholder proposal requesting that the Board take all necessary steps to provide holders of the Company’s Class A common stock with the right to annually convert 1% of the Company’s outstanding Class A common stock into shares of the Company’s common stock requires the affirmative vote of a majority of votes cast in person or by proxy at the 2018 Annual Meeting. Abstentions and broker non-votes will not be counted as “votes cast” and, therefore, will have no effect on the outcome of this proposal.

With respect to any other matter that may properly come before the 20162018 Annual Meeting for shareholder consideration, a matter generally will be approved by the affirmative vote of a majority of the votes cast in person or by proxy at the 20162018 Annual Meeting unless the question is one upon which a different vote is required by express provision of the laws of Georgia, federal law, Gray’sour Articles of Incorporation or Gray’sour Bylaws (our “Bylaws”), or, to the extent permitted by the laws of Georgia, the Board has expressly provided that some other vote shall be required, in which case such express provisions shall govern.

Board Recommendation

The Board recommends that you vote:

The Board has determined to remain neutral, and therefore does not make any recommendation, relating to the approval, on a non-binding advisory basis, of the shareholder proposal requesting that the Board take all necessary steps to provide holders of the Company’s Class A common stock with the right to annually convert 1% of the outstanding Class A common stock into shares of the Company’s common stock.

Unexecuted or Unclear Proxies

If you are a record holder and properly execute and return your proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the 20162018 Annual Meeting, or if your voting instructions are unclear, your shares will be voted in accordance with the recommendation of the Board as to all such matters.

Specifically,In such event, your shares will be voted FOR the election of all director nominees, FOR the approval of an amendment to the Company’s Articles to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder, FOR the ratification of the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016,2018, and neither for nor against the shareholder proposal, as well as in the discretion of the persons named as proxies on all other matters that may properly come before the 20162018 Annual Meeting.

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

Pursuant to our Bylaws and resolutions of the Board, the size of the Board is currently set at nine directors. At the 20162018 Annual Meeting, eightnine directors are to be elected to hold office until our next annual meeting of shareholders and until their successors have been duly elected and qualified. The director nominees are current directors that have all been nominated for electionreelection by the Nominating and Corporate Governance Committee. Other than Elizabeth R. Neuhoff, each nominee is a current director who was elected by the shareholders at the Company’s most recent annual meeting. Ms. Neuhoff was appointed by the Board on July 31, 2015.

In case any nominee listed in the table below should be unavailable for any reason, which our management haswe have no reason to anticipate, your proxy will be voted for any substitute nominee or nominees who may be selected by the Nominating and Corporate Governance Committee prior to or at the 20162018 Annual Meeting. Alternatively, if no substitute is selected by the Nominating and Corporate Governance Committee prior to or at the 20162018 Annual Meeting, the Board may determine to reduce the membership of the Board to the number of nominees available for election. Pursuant to our Bylaws and resolutions of the Board, the size of the Board is currently set at eight directors.

Set forth below is information concerning each of the nominees as of April 29, 2016:March 27, 2018:

Hilton H. Howell, Jr. has beenserved as our Chief Executive Officer since August 2008 and has also served as our President since June 2013. Mr. Howell, who is a member of the Executive Committee of the Board, has been a director since 1993 and served as the Vice Chairman of the Board from 2002 until April 2016 when he was appointed as Chairman. He previously served as our Executive Vice President from September 2002 to August 2008. He has served as President and Chief Executive Officer of Atlantic American Corporation, an insurance holding company, since 1995, and as Chairman of that company since February 2009. He has been Executive Vice President and General Counsel of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company since 1991. Mr. Howell also serves as a director of Atlantic American Corporation and of each of its subsidiaries, American Southern Insurance Company, American Safety Insurance Company and Bankers Fidelity Life Insurance Company, as well as a director of Delta Life Insurance Company and Delta Fire & Casualty Insurance Company. He is the son-in-law of Mrs. Harriett J. Robinson and the husband of Mrs. Robin R. Howell, both of whom are memberswho is a member of our Board. In addition to the detailed operational knowledge he has gained in his current role as Gray’s Chief Executive Officer, Mr. Howell brings to the Board experience from current and past leadership positions as an executive and his service on numerous boards. Mr. Howell also has practiced as an attorney in a variety of roles, which experience provides additional perspective to the matters within the purview of the Board.

Howell W. Newton has served as thea director since 1991, and as Lead Independent Director of the Board since April 2016, and is Chairman of the Audit Committee and a member of each of the Executive Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of our Board. Since December 2015, Mr. Newton has been a Manager of 1899 Management Services, LLC, a real estate and investment company, that assumed the assets of Trio Manufacturing Co., a real estate and investment company. From 1978 through December 2015, Mr. Newton was President and Treasurer of Trio Manufacturing Co., a real estate and investment company. Mr. Newton’s many years of executive serviceexperience with a financial services company provides the Board with considerable financial expertise. His tenure on our Board provides consistent leadership, and his familiarity with Gray’s operations serves as an ongoing resource for issues facing a large, public company.

Richard L. Boger is the Chairman of each of the Compensation Committee and the Nominating and Corporate Governance Committee and is also a member of the Executive Committee and the Audit Committee of Gray’s Board. Mr. Boger has been President and Chief Executive Officer of Lex-Tek International, Inc., a financial services consulting company, since February 2002. He has also served, between July 2003 and July 2013, as business manager for Owen Holdings, LLLP; since July 2004, as General Partner of Shawnee Meadow Holdings, LLLP; and since March 2006, as business manager for Heathland Holdings, LLLP, each of which is an investment holding company. He has also serves,served, since September 2012, as Trustee for the Boger-Owen Foundation, a 501(c)3 nonprofit under the Internal Revenue Code. He also serves as a member of the Board of Trustees of Corner CapCornerCap Group of Funds, a seriesline of mutual fund.funds. Mr. Boger brings to the Board extensive managerial and entrepreneurial experience from his position as the Chief Executive Officer of a specialized financial services consulting company, his having founded and sold two commercial insurance services companies, and his service as a partner and business manager in three investment companies. His perspective from serving in several industries outside our own, including on the boards of a mutual fund and several nonprofit organizations, provides the Board with an informed resource for a wide range of disciplines and adds a diverse voice to its deliberations.

T.L. (Gene) Elder is a member of the Audit Committee of our Board. From 1994 to 2004, Mr. Elder was a partner of Tatum, LLC, a national firm of career chief financial officers which was acquired by Spherion Staffing Services in March 2010, and served as a Senior Partner of that firm from 2004 until his retirement from that position in May 2009. Mr. Elder, through his background as a former Chief Financial Officer, provides the Board and the Audit Committee with significant financial and accounting expertise.

Luis A. Garcia is a member of each of the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Garciahas been the President and Lead Strategist of MarketVision, a privately owned, strategic marketing firm focused on understanding diverse audiences, since 2008. Prior thereto, Mr. Garcia served as the managing director of Garcia 360°, an integrated marketing firm which he founded in 1998, until it merged with MarketVision in 2008. The Board believes Mr. Garcia’s entrepreneurial success and considerable strategic marketing experience provide valuable insight and expertise to the Board and allow him to substantively contribute to the vision and growth of the Company.

Richard B. Hare is a member of the Audit Committee of our Board. Mr. Hare has been the Executive Vice President and Chief Financial Officer of Havertys Furniture Companies, Inc., a full service home furnishing retailer, since May 2017. He previously served as Senior Vice President and Chief Financial Officer of Carmike Cinemas, Inc., one of the largest motion picture exhibitors in the United States, from March 2006 until it was acquired by AMC Entertainment Holdings in December 2016. Prior thereto, Mr. Hare held a number of finance and accounting positions at various entities. Mr. Hare possesses a strong financial management and accounting background, as evidenced by the various senior financial positions held during his career, including his service as a senior vice president and chief financial officer of a public company, which deepen the financial and public company expertise of the Board.

Robin R. Howell has served as Vice President and a director of both Delta Life Insurance Company and Delta Fire & Casualty Company since 1992. She formerly served as Chairman of the Board of Farmer’s and Merchant’s Bank and as a member of the Board of Directors of Premier Bancshares Inc. She received a BA in Economics from the University of Virginia and a Masters of Business Administration from the University of Texas at Austin, and she has hadheld a number of management and oversight roles in various businesses in which her family has maintained ownership interests since that time. Mrs. Howell is also a member of the board of directors of Atlantic American Corporation. Mrs. Howell is the daughter of Mrs. Robinson and the wife of Mr. Howell. Mrs. Howell is active in the community, serving on the Board of Directors and Executive Committee of the High Museum of Art, the Board of Directors of the Forward Arts Foundation, and as a member of the Junior League of Atlanta. Mrs. Howell’s experience in board matters, and involvement at the executive level in various businesses is invaluable to the Board, and her numerous civic, social and academic associations provide valuable insight to the Company and elevate the Company’s profile in the community.

Elizabeth R. (Beth) Neuhoff serves as the President and Chief Executive Officer of Neuhoff Communications, Inc., which is a privately owned radio and digital media company focused on small-to mid-size communities, a role she has held since August 2012. Prior thereto, she served as Executive Vice President of the Midwest division of Interep National Radio Sales, Inc,Inc., a national media sales and marketing firm. Ms. Neuhoff is an elected director of the National Association of Broadcasters, the broadcast industry trade association in Washington, D.C.; a director of the Broadcaster’s Foundation of America, the broadcast industry’s largest and oldest charitable organization; a Trustee of the National Association of Broadcaster’s Education Foundation and a Trustee of the National Association of Broadcaster’s Political Action Committee. She is a member of the Young President’s Organization, Ellevate (formerly 85 Broads), the International Women’s Forum, and the Alliance for Women in Media. She is a graduate of the NABEF’s Broadcast Leadership Class that works in tandem with the FCC to encourage diversity of ownership in broadcasting. The Board believes Ms. Neuhoff’s significant experience in both executive and sales roles at media organizations, combined with her experience with non-profit entities within the media and other industries, results in Ms. Neuhoff being able to provide significant insight into the Company, its operations and the regulatory environment in which it operates.

Hugh E. Norton is a member of each of the Compensation Committee and the Nominating and Governance Committee of our Board. Mr. Norton has been a real estate developer in Destin, Florida, and also served as President of Norco Holdings, Inc., an insurance agency, beginning in 1973. Prior to that, he was Regional Manager of Security Insurance Group where he served for 15 years. Mr. Norton brings to the Board a wealth of business experience based on his many years of service as an executive, as well as a unique perspective based on the regulatory and local government issues he faces as a developer. As the director with the longest tenure on our Board, he also serves as an ongoing source for industry-specific knowledge.

Harriett J. Robinson has been a director of Atlantic American Corporation since 1989. Mrs. Robinson has also been a director of Delta Life Insurance Company and Delta Fire and Casualty Insurance Company since 1967. Mrs. Robinson is the mother of Mrs. Robin R. Howell, a member of the Board, and the mother-in-law of Mr. Hilton H. Howell, Jr., our Chairman, President and Chief Executive Officer. Mrs. Robinson’s active service on our Board and on the boards of several other companies for a number of years provides capable leadership and a familiarity with the operational issues facing organizations in today’s business climate. She lends a diverse voice to the Board’s deliberations, including by virtue of the fact that she is the largest shareholder of the Company, bringing a unique perspective on issues of importance to shareholders, and her civic involvement and philanthropic activities also provide a critical link to the community.

The Board of Directors recommends a vote FOR each of the director nominees.

PROPOSAL 2
Approval of an Amendment to the
Gray Television, Inc. Restated Articles of Incorporation to
Increase the Number of Shares of the company’s common stock and class a common stock Authorized for Issuance Thereunder

The Board has declared advisable and directed that there be submitted to the shareholders at the 2018 Annual Meeting a proposed amendment (the “amendment”) to Article 4 of the Articles that would (1) increase the number of authorized shares of common stock from 100,000,000 shares to 200,000,000 shares and (2) increase the number of authorized shares of Class A common stock from 15,000,000 shares to 25,000,000 shares. The additional shares of common stock and Class A common stock, if approved for issuance pursuant to the approval of the amendment, would be identical in terms to the shares of common stock and Class A common stock, respectively, currently authorized under our Articles. The amendment, if approved, would be in the form set out as Exhibit A attached hereto and incorporated by reference herein.

Purpose of and Effects of the Proposed Amendment

Gray’s Restated Articles of Incorporation currently authorize the issuance of up to 100,000,000 shares of common stock, 15,000,000 shares of Class A common stock and 20,000,000 shares of preferred stock. As of March 8, 2018, Gray had 83,591,627 shares of common stock and 6,729,035 shares of Class A common stock issued and outstanding, and 7,104,769 shares of common stock and 1,703,064 shares of Class A common stock reserved for issuance under the Company’s various equity incentive plans, and the Company held 5,724,733 shares of common stock and 1,840,114 shares of Class A common stock as treasury shares. In connection with the Company’s significant growth in recent periods through both acquisitions and organically, as well as the completion of various financing transactions undertaken to strengthen the Company’s balance sheet and increase its financial flexibility, the Company has issued or reserved for issuance a significant number of shares of common stock or Class A common stock. This includes the 13,511,040 and 17,250,000 shares of common stock issued in the Company’s 2015 and 2017 underwritten public offerings, respectively, and the additional shares of common stock and Class A common stock issued or reserved for issuance as equity compensation to the Company’s increasing employee base under various equity compensation plans. As a result of the foregoing, the Company does not believe that the number of authorized shares of common stock and Class A common stock available for future issuance provides Gray with the necessary remaining flexibility to be able to continue to grow the Company and its operations and potentially to be able to respond to all potential market opportunities in the future. The amendment, which was designed with the effect of authorizing additional shares of each class of common stock with voting power in the same proportion as the presently authorized voting power (i.e., to provide for an additional 100 million votes allocated to each of the common stock and Class A common stock), should provide Gray with sufficient shares of common stock and Class A common stock for future issuance to meet its needs for the foreseeable future.

The principal purpose of the amendment is to increase the number of shares of common stock and Class A common stock available for future issuance, including for future financing transactions, stock dividends or distributions, stock splits in the form of stock dividends, employee and officer compensation plans and other general corporate purposes. In addition, from time to time, Gray may engage in discussions concerning possible acquisitions that could involve the issuance of securities by Gray. Favorable market conditions, changes in Gray’s financial condition or other circumstances could result in a determination by Gray in the future to issue additional shares of common stock or Class A common stock or securities convertible into shares of common stock or Class A common stock.

If approved, the increased number of authorized shares of common stock and Class A common stock would be available for issuance from time to time for such purposes and consideration as the Board may determine to be appropriate. No further vote of shareholders of Gray would be required for the issuance of these shares of common stock or Class A common stock, as applicable, except as provided under the rules of any national securities exchange or automated quotation system on which the common stock or Class A common stock, as applicable, of Gray may be listed or quoted. For example, New York Stock Exchange rules require that we seek shareholder approval prior to an issuance of shares that would exceed 20% of the then outstanding shares of that class and prior to certain issuances to our directors or executive officers, or through certain equity compensation plans. The availability of additional shares for issuance, without the delay and expense of obtaining the approval of shareholders at a special meeting, will provide Gray greater flexibility in acting upon proposed transactions or for other appropriate purposes.

Depending on the consideration per share received by Gray for any subsequent issuance of shares of common stock or Class A common stock, such issuance could have a dilutive effect on those shareholders who paid a higher consideration per share for their common stock or Class A common stock, as the case may be. Also, future issuances will increase the number of outstanding shares of common stock or Class A common stock, as the case may be, thereby decreasing the percentage ownership in Gray (for voting, distributions and all other purposes) represented by existing shares of common stock and Class A common stock. The availability for issuance of the additional shares of common stock and Class A common stock and issuance thereof may be viewed as having the effect of discouraging an unsolicited attempt by another person or entity to acquire control of Gray.

The Company expects that the amendment, if approved by our shareholders at the 2018 Annual Meeting, would be filed with the Secretary of State of the State of Georgia as soon as practicable after the 2018 Annual Meeting. Without any further action on the part of our shareholders, the amendment will become effective on the date of any such filing. Prior to the filing, the board of directors reserves the right to delay or abandon the amendment at its discretion.

The Board recommends a vote “FOR” the amendment to Gray’s Restated Articles of Incorporation to increase the number of shares of common stock and Class A common stock authorized for issuance thereunder.

PROPOSAL 23

RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20162018

Gray’sGray’s independent registered public accounting firm is appointed annually by the Audit Committee. The Audit Committee examines a number of factors when selecting a firm, including the qualifications, staffing considerations, and the independence and quality controls of the firms considered. The Audit Committee has appointed RSM US LLP as Gray’s independent registered public accounting firm to audit our financial statements and our internal control over financial reporting for the year ending December 31, 2016.2018. RSM US LLP has served as Gray’s independent registered public accounting firm since 2006 and is considered by management to be well-qualified.

Shareholder ratification of the selection of RSM US LLP as our independent registered public accounting firm is not required but is being presented to our shareholders as a matter of good corporate practice.practice. Notwithstanding shareholder ratification of the appointment of the independent registered public accounting firm, the Audit Committee, in its discretion, may direct the appointment of a new independent registered public accounting firm if the Audit Committee believes that such a change would be in the best interests of the Company and its shareholders. Should the shareholders not ratify the selection of RSM US LLP as Gray’s independent registered public accounting firm for 20162018 under this proposal, it is contemplated that the appointment of RSM US LLP for the 2016 fiscal year2018 will nevertheless be permitted to stand unless the Audit Committee, on reconsideration, finds other compelling reasons for making a change.

Representatives of RSM US LLP are expected to be present at the 20162018 Annual Meeting and, if present, will be given the opportunity to make a statement, if they desire, and to respond to appropriate questions.

Fees

The fees billed by RSM US LLP for 20152017 and 20142016 were as follows:

_____________

All audit related services, tax services and other non-audit services provided to the Company by RSM US LLP must be, and all such services and the expenses related to such services in 20152017 and 20142016 were, pre-approved by the Audit Committee, which also concluded that the provision of such services was compatible with the maintenance of RSM US LLP’sLLP’s independence in the conduct of its auditing functions.

In accordance with its written charter, the Audit Committee reviews and discusses with RSM US LLP, on a periodic basis, any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and pre-approves all audit and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm.

The Board of Directors recommends a vote FOR the ratification of the appointment of RSM US LLPas the Company’sCompany’s independent registered public accounting firm for 2016.2018.

PROPOSAL 4
Non-Binding Advisory Vote on a Shareholder Proposal Requesting

Shareholder Gabelli Funds, LLC, (“GAMCO”) whose address and stockholdings will be provided by us upon oral or written request, has given notice that it intends to submit the following proposal and supporting statement to a vote at the 2018 Annual Meeting, which is included below exactly as it was submitted:

“Shareholder Proposal

RESOLVED: that the shareholders of Gray Television, Inc. (the “Company” or “Gray”) request the Board of Directors take all necessary steps (other than steps that must be taken by shareholders), including, but not limited to, amending the Company’s Articles of Incorporation and/or Bylaws, to provide the Company’s Class A Common Stockholders with the right to annually convert 1% of the Company’s outstanding Class A Common Stock into the Company’s Common Stock.

Supporting Statement

GAMCO’s clients and related entities own 2.77% of Gray’s outstanding Class A Common Stock and 1.17% of Gray’s outstanding Common Stock.

As of the close of trading on November 2, 2017, the Company’s Class A Common Stock (10 votes per share) was trading at a two dollar discount to the Company’s Common Stock (1 vote per share).

Given that the Robinson family owns approximately 72% of the Class A Common Shares GAMCO believes the implementation of a limited conversion right will not significantly alter the ownership structure at Gray; a dynamic of exchangeability that the NYSE has focused on.

WE URGE ALL STOCKHOLDERS TO VOTE “FOR” THIS PROPOSAL”

RESPONSE OF THE COMPANY

The Board and management of Gray are dedicated to good corporate governance practices and value shareholder input and communication. The Board values and considers the views of the Company's shareholders, including as may be expressed through shareholder proposals. As we continue to engage, listen and value input from our shareholders, the Board determined it was in the best interests of the Company to include this shareholder proposal in the proxy statement, rather than raise any potential objections, in order to allow for shareholders to express their views. Additionally, the Board carefully evaluates each shareholder proposal submitted for inclusion in Gray’s proxy materials to determine whether to support or oppose the proposal, or to remain neutral with respect to the proposal. After carefully evaluating the proposal submitted by Gabelli Funds, LLC, the Board has determined to remain neutral and not make a recommendation whether shareholders should vote for or against the proposal. The Board recognizes that there are valid arguments in favor of, and in opposition to, the proposal and will treat the vote on this proposal as an opportunity for shareholders to express their views on the subject without being influenced by any recommendation that the Board might make.

Because the shareholder vote on this proposal is advisory only, it will not be binding on Gray or the Board. Following the vote on this proposal and giving due consideration to the results thereof, the Board will further review the proposal and determine whether it believes it would be in the best interests of the Company and the shareholders to take further action with respect to the proposal.

The Board has determined to remain neutral and makes no recommendation whether shareholders should vote for or against the shareholder proposal requesting that the Board take all necessary steps to provide holders of the Company’s Class A common stock with the right to annually convert 1% of the outstanding Class A common stock into shares of the Company’s common stock.

CORPORATE GOVERNANCE

We have adopted a Code of Ethics that applies to all of our directors, executive officers and employees.employees. If any waiver of this Code of Ethics is granted to an executive officer, the waiver will be disclosed in an SEC filing on Form 8-K. Our Code of Ethics and the written charters of our Audit Committee, our Nominating and Corporate Governance Committee and our Compensation Committee, as well as our Corporate Governance Principles, are available on our website at www.gray.tv in theAbout Us section under the headingGovernance, subheadingGovernance Documents. All such information is also available in print to any shareholder upon request by telephone at (404) 266-8333.

After considering all applicable regulatory requirements and assessing the materiality of each director’sdirector’s relationship with us, our Board has affirmatively determined that the following directors are independent in accordance with Sections 303A.02(a) and (b) of the NYSE listing standards and the standards set forth in the Internal Revenue Code of 1986 (the “IRC”) and the Securities Exchange Act of 1934 (the “Exchange Act”): Messrs. Boger, Elder, Garcia, Hare, Newton and Norton. Dr. William E. Mayher, who served as Chairman of the Board until he passed away in January 2016, was also determined to be an independent director. In making its independence determinations, the Board considered the following relationships between the Company and its directors, entities associated with directors, or members of their immediate families:

Gray encourages interested parties to communicate with its Board.Board. Any interested party who wishes to communicate with the Board or with any particular director, including any independent director, may send a letter to our Corporate Secretary, Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, which communications will be forwarded to the Board by the Company’s Corporate Secretary. Any communication should indicate that you are an interested party and clearly specify that such communication is intended to be made to the entire Board or to one or more particular directors.

The Board does not have a formal policy with respect to attendance at annual meetings of shareholders, but the Board has historically held a regularly scheduled meeting in connection with each annual meeting of the shareholders, and directors are expected to attend. All director nominees who were members of our Board at the time of the 2015 Annual Meeting of Shareholders attended the 20152017 Annual Meeting of Shareholders in person.person or by telephone.

In accordance with Section 303A.03 of the NYSE listing standards, the independent non-management directors meet in executive sessions without management or non-independent directors present on a periodic basis.basis. These meetings were held threetimesseven times during 2015. Until Dr. Mayher passed away in January 2016,2017. Mr. Newton, as Lead Independent Director of the roles of Chairman and Chief Executive Officer had been separated and, as Chairman, heBoard, presided over the executive sessions. these meetings.

Consistent with our belief that our leadership structure should reflect the best interests of the Company and our shareholders, we have not adopted a written policy with regard to whether or not the positions of Chief Executive Officer and Chairman of the Board should be held by separate individuals.individuals. Rather, we believe that the Board should remain free to determine the Company’s oversight and leadership structure from time to time based upon the availability of qualified and competent candidates. Following Dr. Mayher’s passing, the Board reevaluated our leadership structure and determinedBeginning in April 2016, in light of, among other things, the Company’s recent growth and related increase in operational complexity, the desire to ensure effective communication between management and the Board, to provide strong and consistent leadership through a unified voice for the Company, and to help ensure that the Chief Executive Officer understands and can effectively and efficiently oversee the implementation of the recommendations and decisions of the Board, to appointthe Board appointed Mr. Howell to the additional role of Chairman of the Board and to haveappointed Mr. Newton, who is an independent director, to serve in the newly created role of Lead Independent Director of the Board. As Lead Independent Director, Mr. Newton, will, among other things,things:

With respect to potential transactions with related parties required to be disclosed pursuant to Item 404(a) of Regulation S-K,S-K, the Audit Committee charter provides that the Audit Committee must review and approve such transactions in advance after full disclosure of the nature and extent of the related party’s interest in any such transaction. SeeCertain “Certain Relationships and Related Party TransactionsTransactions” for a description of such related party transactions since the beginning of 20152017 or that are currently proposed.

Management of the Company is responsible for the Company’sCompany’s day-to-day risk management, and the Board serves in an oversight role, including with respect to risk management. The Audit Committee assists the Board in fulfilling this risk management oversight function. The Audit Committee and management of the Company periodically review the Company’s policies with respect to risk assessment and risk management, including major financial risk exposures and the internal controls and procedures in place to manage such risks. In addition, the Audit Committee and the Board consider risk-related matters on an on-going basis in connection with deliberations regarding specific transactions and issues.

Board Committees and Membership

The Board held seven meetings during 2015.2017. During 2015,2017, each of the directors attended at least 95%92% of the meetings of the Board and meetings of all committees of the Board on which such director served, during the period that he or she served.

Our Board has the following committees: the Audit Committee, the Executive Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.Committee. The Executive Committee is authorized between meetings of the Board, to manage and direct our affairs, except as otherwise provided by law or as otherwise directed by the Board. All actions by the Executive Committee are subject to revision and alteration by the Board, provided that no rights of third parties shall be affected by any such revision or alteration. The current members of the Executive Committee are Messrs. Boger, Howell and Newton. Dr. Mayher served as a member of this committee until he passed away in January 2016.

The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’sCompany’s financial statements; the Company’s compliance with legal and regulatory requirements; the independent auditor’s qualifications and independence; and the performance of the Company’s internal audit function and independent auditor. The Audit Committee held four meetings during 2015.2017. The current members of the Audit Committee are Messrs. Boger, Elder, Hare and Newton (as Chairman). Dr. Mayher served as a member of this committee until his passing in January 2016. The Board has affirmatively determined that each of Mr. Elder and Mr. Hare is an “audit committee financial expert” as that term is defined under applicable SEC rules. The identification of each of Mr. Elder and Mr. Hare as an audit committee financial expert does not impose on him any duties, obligations or liabilities that are greater than the duties, obligations and liabilities imposed on the other members of the Audit Committee. The Board has determined that all members of the Audit Committee are independent in accordance with NYSE and SEC rules governing audit committee member independence. The report of the Audit Committee is set forth in this proxy statement under the headingReport “Report of Audit Committee.Committee.”

The purpose of the Compensation Committee is to carry out the overall responsibility of the Board relating to executive officer compensation.compensation. In carrying out this purpose, the Compensation Committee has the responsibility to, among other things, establish and review the overall compensation philosophy of the Company; review and approve our goals and objectives relevant to the CEO’s and other executive officers’ compensation; and evaluate the performance of the CEO and other executive officers in light of established goals and objectives and, based on such evaluation, determine and approve compensation of the CEO and other executive officers. The Compensation Committee also administers the Company’s various equity incentive plans. The Compensation Committee held fivemeetingsnine meetings in 2015.2017. The current members of the Compensation Committee are Messrs. Boger (as Chairman), Garcia, Newton and Norton. Dr. Mayher served as a member of this committee until his passing in January 2016. The Board has affirmatively determined that all members of the Compensation Committee are independent, in accordance with NYSE, SEC and IRC rules governing independence. The report of the Compensation Committee is set forth in this proxy statement under the headingReport “Report of Compensation Committee.Committee.”

The purpose of the Nominating and Corporate Governance Committee is to assist the Board in fulfilling its responsibilities to shareholders by identifying individuals qualified to become directors of the Company, recommending candidates to the Board for all directorships, developing and recommending to the Board an applicable set of corporate governance principles, and overseeing the evaluation of the Board and management.management. The Nominating and Corporate Governance Committee held twomeetingone meeting in 2015. Currently, the2017. The members of the Nominating and Corporate Governance Committee are Messrs. Boger (as Chairman), Garcia, Newton and Norton. Dr. Mayher served as a member of this committee until his passing in January 2016. The Board has determined that all members of the Nominating and Corporate Governance Committee are independent in accordance with NYSE and SEC rules governing nominating committee independence. In recommending candidates to the Board for nomination as directors, the Nominating and Corporate Governance Committee strives to identify individuals who bring a unique perspective to Gray’s leadership and contribute to the overall diversity of our Board. Although the Nominating and Corporate Governance Committee has not adopted a specific written diversity policy for nominations, we believe that a diversity of experience, gender, race, ethnicity and age contributes to effective governance for the benefit of our shareholders. In practice, the Nominating and Corporate Governance Committee considers such characteristics together with the other qualities considered necessary by the Nominating and Corporate Governance Committee, such as requisite judgment, skill, integrity and experience. The Nominating and Corporate Governance Committee does not assign a particular weight to these individual factors. Rather, the Nominating and Corporate Governance Committee looks for a mix of factors that, when considered along with the experience and credentials of the other candidates and existing directors, will provide shareholders with a diverse and experienced Board. Historically, the Nominating and Corporate Governance Committee has not useddetermined a need to use a recruiting firm to assist with this process.

The Nominating and Corporate Governance Committee will consider recommendations for director nominees submitted by shareholders.shareholders. The Nominating and Corporate Governance Committee’s evaluation of candidates recommended by our shareholders does not differ materially from its evaluation of candidates recommended from other sources. Shareholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to our Corporate Secretary, giving the candidate’s name, biographical data, qualifications and all other information that is required to be disclosed under the applicable rules and regulations of the SEC. The foregoing information should be forwarded to the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.

STOCK OWNERSHIP

The following table sets forth certain information regarding the beneficial ownership of our Class A common stock and our common stock as of April 4, 2016March 8, 2018 by (i) any person who is known to us to be the beneficial owner of more than five percent5.0% of our Class A common stock or our common stock, (ii) each director and(which includes all director nominee,nominees), (iii) each current executive officer named in the summary compensation table below and (iv) all directors and current executive officers as a group. For purposes of this table, a person is deemed to be a beneficial owner of a security if he or she has or shares the power to vote or to direct the voting of such security, or the power to dispose or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any securities that such person has the right to acquire beneficial ownership of within 60 days. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. The information as to beneficial ownership has been furnished by the respective persons listed in the following table. The percentages of each class are based on 6,404,8626,729,035 shares of Class A common stock and 66,284,32983,591,627 shares of common stock outstanding as of April 4, 2016.March 8, 2018. Shares underlying outstanding stock options exercisable within 60 days of such date are deemed to be outstanding for purposes of calculating the percentage owned by such holder.

		Class A Common Stock Beneficially Owned (GTN.A)								Common Stock Beneficially Owned (GTN)								Combined Voting Power of Common Stock and Class A Common Stock
Name		Shares				Percent				Shares				Percent				Percent
Richard L. Boger(1)			19,214				*				28,066				*				*
T. L. Elder(1)			22,251				*				24,698				*				*
Hilton H. Howell, Jr.(2)			1,613,103				25.2%				1,556,960				2.3%				13.6%
Robin R. Howell(3)			1,613,103				25.2%				1,556,960				2.3%				13.6%
Elizabeth R. Neuhoff(4)			9,524				*				—				*				*
Howell W. Newton(1)			21,165				*				48,998				*				*
Hugh E. Norton(4)			24,222				*				76,915				*				*
Harriett J. Robinson(5)			4,702,948				73.4%				1,635,486				2.5%				37.3%
James C. Ryan(6)			—				*				278,671				*				*
Kevin P. Latek(7)			63,689				1.0%				264,584				*				*
Atlantic American Corporation(8)			880,272				13.7%				106,000				*				6.8%
Dimensional Fund Advisors LP(9)			—				*				5,588,922				8.4%				4.3%
BlackRock, Inc.(10)			—				*				3,600,566				5.4%				2.8%
All directors and executive officers as a group (10 persons)(11)			5,477,116				85.5%				3,081,878				4.6%				44.3%

		Class A Common Stock Beneficially Owned (GTN.A)								Common Stock Beneficially Owned (GTN)								Combined Voting Power of Common Stock and Class A Common Stock
Name		Shares				Percent				Shares				Percent				Percent
Richard L. Boger			16,383			*					21,066			*				*
T. L. Elder			25,060			*					21,738			*				*
Luis A. Garcia			6,917			*					-			*				*
Richard B. Hare			9,607			*					-			*				*
Hilton H. Howell, Jr.(1)			1,919,402			28.5%					1,556,960			1.9%				13.7%
Robin R. Howell(2)			1,919,402			28.5%					1,556,960			1.9%				13.7%
Elizabeth R. Neuhoff			6,917			*					6,857			*				*
Howell W. Newton			22,195			*					48,998			*				*
Hugh E. Norton			31,139			*					67,248			*				*
Harriett J. Robinson(3)			4,721,048			70.2%					1,635,486			2.0%				32.4%
Kevin P. Latek(4)			53,517			*					287,009			*				*
James C. Ryan(5)			–			*					387,292			*				*
Atlantic American Corporation(6)			880,272			13.1%					106,000			*				5.9%
Dimensional Fund Advisors LP(7)			–			–					5,785,170			6.9%				3.8%
BlackRock, Inc.(8)			–			–					4,535,908			5.4%				3.0%
Darsana Master Fund LP(9)			–			–					6,000,000			7.2%				4.0%
FMR, LLC(10)			–			–					5,592,130			6.7%				3.7%
Neuberger Berman Group LLC(11)			–			–					5,305,547			6.3%				3.5%
The Vanguard Group(12)			–			–					4,200,137			5.0%				2.8%
All directors and executive officers as a group (12 persons)(13)			5,813,185			86.4%					3,200,154			3.8%				40.6%

_____________

*

Less than 1%.

(1)

Includes 10,387 restrictedIncludes: (a) 82,135 shares of Class A common stock as to which the respective individual has voting, but not dispositive, power.

(2)

Includes: (a) 79,326 shares of Class A common stock (including the 10,387 shares of restricted Class A common stock included in note 3 below) and 24,955 shares of common stock owned by Mr. Howell’s wife or children directly, as to which shares he disclaims beneficial ownership; (b) 999,000 shares of Class A common stock and 832,500 shares of common stock held in trusts for the benefit of his children, as to which shares he disclaims beneficial ownership; and (c) 6,841 shares of common stock held through his 401(k) plan. Also includes options to purchase 153,062 shares of common stock, which are currently exercisable, or will become exercisable within 60 days, and 313,949407,786 restricted shares of Class A common stock, as to which Mr. Howell has voting, but not dispositive, power.

 

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(3)(2)

Includes: (a) an aggregate of 534,777838,267 shares of Class A common stock and 546,443 shares of common stock owned directly by Mrs. Howell’s husband or held through his 401(k) plan (including the 313,949407,786 restricted shares of Class A common stock included in note 21 above); (b) options to purchase 153,062 shares of common stock held Mrs. Howell’s husband, which are currently exercisable or will become exercisable within 60 days;exercisable; (c) 500 shares of Class A common stock owned by her children; and (d) 999,000 shares of Class A common stock and 832,500 shares of common stock held in trusts for the benefit of her children. Mrs. Howell disclaims beneficial ownership of all such securities. Also includes 10,387 restricted shares of Class A common stock as to which Mrs. Howell has voting, but not dispositive, power. In addition, excludes shares beneficially held by Mrs. Robinson as trustee for the benefit of Mrs. Howell, as to which Mrs. Howell has no voting or dispositive power.

(4)	Includes 9,524 restricted shares of common stock as to which the respective individual has voting, but not dispositive, power.

(5)(3)

Includes an aggregate of 2,188,180 shares of Class A common stock and 942,250 shares of the common stock held by various trusts for the benefit of Mrs. Robinson’s daughters or grandchildren, with respect to which Mrs. Robinson serves as trustee. Mrs. Robinson disclaims beneficial ownership of all such securities. Also, includes an aggregate of 1,540,115 shares of Class A common stock and 251,000 shares of common stock owned by certain entities controlled by Mrs. Robinson. In addition, includes 10,387 restricted shares of Class A common stock as to which Mrs. Robinson has voting, but not dispositive, power. The address for Mrs. Robinson is 4370 Peachtree Road N.E., Atlanta, Georgia 30319.

(6)(4)

Includes options to purchase 64,286 shares of common stock, which are currently exercisable and 165,850 restricted shares of common stock as to which Mr. Latek has voting, but not dispositive, power.

(5)

Includes: (a) 7,117 shares of common stock held through his 401(k) plan; (b) options to purchase 57,398 shares of common stock, which are currently exercisable or will become exercisable within 60 days;exercisable; and (c) 100,411150,063 restricted shares of common stock as to which Mr. Ryan has voting, but not dispositive, power.

(7)

Includes: (a) options to purchase 64,286 shares of common stock, which are currently exercisable or will become exercisable within 60 days; and (b) 49,198 restricted shares of Class A common stock and 79,870 restricted shares of common stock as to which Mr. Latek has voting, but not dispositive, power.

(8)(6)

This information is based solely on Gray’s review of a Schedule 13G filed with the SEC on August 12, 2013 by Atlantic American Corporation and other information provided to Gray. The address of Atlantic American Corporation is 4370 Peachtree Road, NE, Atlanta, Georgia 30319.

(7)

This information is based solely on Gray’s review of a Schedule 13G/A filed with the SEC on February 9, 2018 by Dimensional Fund Advisors LP as an investment advisor or investment manager. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(8)

This information is based solely on Gray’s review of a Schedule 13G/A filed with the SEC on January 23, 2018 by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(9)

This information is based solely on Gray’s review of a Schedule 13G/A filed with the SEC on February 9, 201614, 2018 by DimensionalDarsana Master Fund Advisors LP. The address of DimensionalDarsana Master Fund Advisors L.P.LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.40 West 57th Street, 15th Floor, New York, New York 10019.

(10)

(10)This information is based solely on Gray’s review of a Schedule 13G filed with the SEC on February 13, 2018 by FMR, LLC. The address of FMR, LLC is 245 Summer Street, Boston, Massachusetts 02210.

(11)

This information is based solely on Gray’s review of a Schedule 13G/A13G filed with the SEC on January 28, 2016February 14, 2017 by BlackRock, Inc.Neuberger Berman Group LLC and certain of its affiliates. The address of BlackRock, Inc.Neuberger Berman Group LLC is 55 East 52nd Street,1290 Avenue of the Americas, New York, New York 10022.10104.

(11)(12)

This information is based solely on Gray’s review of a Schedule 13G filed with the SEC on February 8, 2018 by The Vanguard Group. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(13)

Includes: (a) options to purchase 274,746 shares of common stock, which are currently exercisable or will become exercisable within 60 days and (b) 415,082407,786 restricted shares of Class A common stock and 199,329315,913 restricted shares of common stock, as to which the directors and executive officers have voting, but not dispositive, power.

 

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EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

Compensation Committee

The Compensation Committee of the Board maintains responsibility for establishing, reviewing and implementing the overall executive compensation philosophy of the Company. The Compensation Committee also administers our executive compensation programs by developing and evaluating director and officer compensation plans, policies and arrangements, approving the compensation of each of our executive officers and other senior management personnel, and establishing the compensation of our Board. The Compensation Committee currently consists of three members of our Board, Messrs. Boger (as Chairman), Newton (since April 2016) and Norton. Dr. Mayher served as a member of this committee until he passed away in January 2016. The Board has affirmatively determined that all members of the Compensation Committee are independent in accordance with applicable NYSE, SEC and IRC rules governing independence.

Named Executive Officers

 

The following discussion is focused primarily on the Company’sCompany’s compensation philosophy, policies and programs as they relate to, and amounts paid or payable to, our executive officers in 2015,2017, consisting of the following individuals, who are sometimes referred to as our “named executive officers” or the “NEOs”:

Name		Executive Officer Since		Age			Current Positions
Hilton H. Howell, Jr.		2000			54		Chairman, President and Chief Executive Officer
James C. Ryan		1998			55		Executive Vice President and Chief Financial Officer
Kevin P. Latek		2012			45		Executive Vice President, Chief Legal and Development Officer and Secretary

Executive Compensation Program Execution

 

In 2015, working with its compensation consultant, the Compensation Committee continued to execute on recent enhancements to our executive compensation programs, including:

●

striving to ensure an appropriate benchmarking of compensation for each executive based on his role, as compared to market data for similar roles within the Company’s peer group, including updates to that peer group, described below;

●

establishing goals under the Company’s annual non-equity incentive compensation program based on achievement of quantifiable financial objectives established in the first quarter of each fiscal year; and

●

applying appropriately updated methodologies and market data in making incentive compensation decisions, all as described below.

Name		Executive Officer Since		Age			Positions
Hilton H. Howell, Jr.		2000			56		Chairman, President and Chief Executive Officer
James C. Ryan		1998			57		Executive Vice President and Chief Financial Officer
Kevin P. Latek		2012			47		Executive Vice President, Chief Legal and Development Officer and Secretary

 

Overview of 2015 Performance and Compensation

Actual compensation paid in and for 2015 reflected Gray’s significant operating and non-operating achievements during the year, including, but not limited to the following, which the Committee believes resulted from the significant efforts of management and were instrumental in helping to build long-term value for the Company’s shareholders:

●

achieving record annual revenue of $597.4 million, including record retransmission consent revenue of $152.0 million, and record broadcast cash flow, which exceeded $220.0 million;

●

reducing our total leverage ratio to 4.8 times, calculated on a trailing eight-quarter basis under the terms of Gray’s senior credit facility as of December 31, 2015;

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●

completing acquisitions which added seven television stations and four new markets to Gray’s operations;

●

entering into an asset purchase agreement with Schurz Communications, Inc. (“Schurz”) to acquire all of the television and radio stations owned by Schurz for a base purchase price of approximately $443.4 million inclusive of working capital, which acquisition and certain related transactions were completed in February 2016 (the “Schurz Acquisition and Related Transactions”). The Schurz Acquisition and Related Transactions increased the Company’s station group to include 50 television markets broadcasting approximately 180 separate programming streams; and

●

successfully terminating nearly all of the Company’s remaining national advertising sales representation agreements, which will provide anticipated savings of approximately $8.0 million to $9.0 million of broadcast operating expense in the year ending December 31, 2016 as compared to the year ended December 31, 2015, with net savings continuing thereafter.

Gray believes that these achievements reflect management’s successful execution of the Company’s ongoing transformative growth strategy.

As a result of Gray’s performance and achievements in 2015, and as further described under “—Annual Incentive Compensation Program” below, annual and long-term plan-based incentive awards for the year were paid at between target and maximum opportunity levels, based upon the market competitive award structure established for 2015 by the Compensation Committee. In addition, in January 2016, the Company’s executive officers were awarded one-time, performance-based cash bonuses in recognition of their extraordinary efforts during 2015 in connection with the achievements described above and their efforts in successfully developing, pursuing and completing various strategic initiatives.

The table below shows the percentage allocation among the principal elements of total compensation paid to the NEOs in and for 2015 performance (including the one-time, discretionary cash bonuses awarded in 2016 and related to 2015 performance described above). Amounts in the following table do not correspond with amounts in the Summary Compensation Table which follows due to: (i) the exclusion from the table below of the fair value of a bonus equity award granted in 2015 for 2014 performance and results, which amount is included in 2015 compensation in the Summary Compensation Table below because it is required to be included in that table in the year it is actually awarded; and (ii) the exclusion from the table below of certain limited perquisites and other benefits paid in 2015 to the NEOs, as described below, but which did not comprise a material portion of 2015 total compensation:

		Allocation Among Principal Elements of Total Compensation Paid in and for 2015
Name		Base Salary (%)				Cash Bonus (%)				Non-Equity Incentive Plan Compensation (%)				Equity Incentive Plan Compensation (%)
Hilton H. Howell, Jr.			21.2				29.9				29.9				15.9
James C. Ryan			32.5				22.9				22.9				16.2
Kevin P. Latek			31.6				24.5				24.5				17.4

Philosophy and Elements of Compensation Program

 

The goals of our executive compensation program are to attract, retain, motivate and reward our executive officers. We believe that the most appropriate executive compensation program is one that is competitive, yet conservatively designed, and that aligns long-term compensation with the creation of shareholder value.

Our executive compensation program design reflects the following best practices:

	What We Do			What We Don’t Do
■	Provide pay opportunities that are appropriate to the size of the Company;		■	Pay dividends or dividend equivalents on unearned equity awards;
■	Disclose financial performance metrics and goals used in our incentives;		■	Allow repricing or backdating of stock options without shareholder approval;
■	Provide only limited perquisites;		■	Provide excise tax gross ups;
■	Maintain meaningful executive stock ownership and retention guidelines (new for 2018);		■ ■	Allow executive officers to hedge Company stock Provide special supplemental executive retirement programs; and
■	Annually review the risk profile of compensation programs and maintain risk mitigators;		■	Provide tax gross-ups on perquisites.
■	Provide moderate change-in-control protection (new beginning in 2017);
■	Require double-trigger vesting on long-term equity awards;
■	Maintain a clawback policy allowing recovery of cash or equity-based compensation upon a material financial restatement (new beginning in 2018); and
■	Retain an independent compensation consultant engaged by, and who reports directly to, the Compensation Committee.

 

The overall compensation program for our executive officers is designed to provide the Compensation Committee with the flexibility to offer a combination of cash (fixed and incentive-based) and equity-based compensation opportunities in order to retain, motivate and reward our executive officers, as well as to align their interests with those of our shareholders.

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To accomplish these goals, the Compensation Committee strives to achieve an appropriate level through the use of a combination of different forms, of compensation in order to to:

(1) motivate the executive officers to deliver superior performance in the short-term by providing competitive base salaries,salary increases, annual incentive opportunities and cash or other bonus opportunities based upon satisfying specific achievements, achievements;

(2) further align the interests of the executive officers with the long-term interests of our shareholders through the grant of equity-based compensation that offers market-competitive, long-term compensation opportunities, with the potential for above-market compensation in extraordinary circumstances, circumstances;

(3) provide upside and downside risk aligned with other shareholders viathrough meaningful executive stock ownership (through grants of restricted stock), ownership;

(4) provide an overall compensation package that promotes executive retention and is aligned with the defined target market position; and

(5) in exceptional circumstances, reward extraordinary performance with additionalspecial one-time awards.

 

Each year,The primary components of our executive officerscompensation and benefit programs are eligiblesummarized in the following table:

Program Element				Purpose/Objective
Fixed		Base Salary	■	Provide a base level of compensation that is competitive in relation to the responsibilities of each executive’s position to attract the talent needed to successfully manage our business and execute our strategies, and reward for individual performance
At Risk		Annual Non-Equity Incentive Opportunity	■	Promote the achievement of the Company’s annual financial goals
		Long-Term Equity Incentive Opportunity	■	Align the interests of executives with those of our shareholders
			■	Motivate and reward executives based upon our success in delivering superior value to our shareholders
			■	Retain the executive talent necessary to successfully manage our business and execute our strategies
Benefits		Retirement Programs	■	Reward employees for saving for retirement and provide a competitive level of benefits consistent with market
		Perquisites	■	Provide limited additional benefits consistent with competitive practices
			■	Increase efficiencies and allow more productive use of NEOs’ time and therefore greater focus on company-related activities
		Post-Termination Compensation and Benefits	■	Attract and retain high-quality executives by providing a reasonable level of financial stability in the event of involuntary termination

Overview of 2017 Performance and Compensation

Actual compensation paid in and for 2017 reflected a base salary increase, annual cash incentive awardsnumber of significant operating and non-operating achievements during the year which the Committee believes resulted from the significant efforts of management and were instrumental in helping to continue to build long-term equity-based incentive award opportunities. Base salaries and incentive compensation award opportunities are typically based on the Compensation Committee’s evaluation of market data and historical and targeted Company and individual performance. Actual incentive awards paid are generally dependent upon the level of achievement as compared to certain pre-established goals. Executive officers also receive limited perquisites that the Compensation Committee considers appropriatevalue for the markets in which we operate andCompany’s shareholders, including, but not limited to enable us to attract and retain executive talent. The Compensation Committee also retains the ability to reward extraordinary financial or non-financial personal or corporate performance through the payment of discretionary cash or equity-based bonus awards in any year. Consistent with 2014, the executive compensation program for 2015 primarily consisted of the following elements:following:

 

●

base salary;achieving record annual revenue of $882.7 million, which represented 9% growth over 2016 despite the relative lack of political advertising revenue in 2017;

 

●

further strengthening our balance sheet through our financial performance and the successful completion of a new term loan and revolver as well as an annual incentive compensation opportunity;underwritten public offering of common stock resulting in net proceeds to the Company of approximately $238.9 million and which reduced the Company’s total leverage ratio, net of all cash (as defined for purposes of the Company’s senior credit facility), from 5.06 times at December 31, 2016 to 4.16 times at December 31, 2017;

	●	completing more separate acquisition transactions than all of the industry peers combined, which transactions collectively resulted in the acquisition by the Company of 8 high-quality stations;
	●	achieving the highest growth in market capitalization of the Companya’s peers as of year-end 2017 for the one-year, three-year, and five-year periods;
	●	receiving significant proceeds from the FCC’s spectrum auction, and securing long-term incentive compensation opportunity;deferral on the taxable gains from such proceeds; and

●

securing a new long-term renewal with the Companylimited perquisites and other benefits.’s largest network partner.

 

Base salaries for our executives are established or adjusted from time to time based on the size and complexityAs a result of the Company, the scope of each individual executive’s role, the knowledge and experience of the individual executive, the competitiveness of the executive’s total compensation as compared to a peer group, as described below,these and other market data.

With respect toaccomplishments by management throughout 2017, the granting of non-equity incentive compensation opportunities, the Compensation Committee establishes annual metrics and opportunity levels based solely on quantitative goals, which is designed to provide additional focus and certainty for management in striving to achieve pre-established goals. Qualitative individual performance goals generally are not established or used to determine non-equity incentive plan compensation that might be awarded, absent extraordinary circumstances.

The decision to grant equity-based long-term incentive awards, on an annual basis or otherwise, is generally discretionary in nature. In undertaking this decision-making process, the Compensation Committee is free to consider a number of factors, including the following, or any others deemed appropriate by the Compensation Committee:

●

the amount and value of recent equity-based awards, determined by reference to value at either the grant date or other relevant date;

●

recent historical Company performance, determined by reference to stock price or other appropriate financial metric;

●

expected short and longer-term Company performance in light of internal budgets or forecasts, or other appropriate data; and

●

the overall competitiveness of current compensation levels when considered against an appropriate peer group, as described below.

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In the event equity-based long-term incentive awards are granted, it has been the historical practice that award levels are also established at the Compensation Committee’s discretion, as opposed to being made with a formulaic approach such as is used to provide annual non-equity incentive compensation opportunities.program paid out at 117% of target for all NEOs, including the CEO, and the return to shareholders over the year was over 50%.

 

As described above,A majority of total compensation in 2017 (base salary, non-equity incentive compensation paid and long-term equity incentive awards granted) is considered “at risk”, meaning that the compensation would only be earned by the Company or the individual meeting annual performance goals, or influenced by stock price. The composition of “at risk” pay in 2017 for the NEOs was as follows:

Compensation Framework: How We Make Decisions

Role of the Compensation Committee also believes it is appropriate to retain discretionary authority to make cash or equity-based bonus awards in recognition of intervening events or extraordinary performance from time to time.

Compensation Framework: Risk Considerations, Policies, and Process

Risk Considerations

 

The Compensation Committee periodically reviewsof the Company’sBoard maintains responsibility for establishing, reviewing and implementing our overall executive compensation philosophy,philosophy. The Compensation Committee also administers our executive compensation programs through the development, evaluation and implementation of director and officer compensation plans, policies and practices to ensurearrangements; the approval of the compensation of each of our named executive officers; and establishing the compensation of our Board. The Compensation Committee consists of four members of our Board, Messrs. Boger (as Chairman), Garcia, Newton and Norton. The Board has affirmatively determined that such philosophy, policies and practices are appropriately structured for the Company and its business objectives and discourage executives from taking excessive risk. In developing Gray’s philosophy, and implementing the policies and practices,all members of the Compensation Committee has attempted to mitigateare independent in accordance with applicable NYSE, SEC and IRC rules governing independence.

Role of the possibility that excessive short-term risks are being taken at the expense of long-term value. These mitigation strategies include: (1) the annual reviewIndependent Compensation Consultant

In evaluating, developing and approval of certain financial performance objectives by the Compensation Committee; (2) the use of multiple performance objectives, thus mitigating too heavyimplementing a focus on any one in particular; and (3) time-based vesting of equity-based awards to motivate NEOs to focus on providing consistent results over the longer term. In conducting its review of Gray’s compensation philosophy,framework, policies and practices, including its business operations,awards, the Compensation Committee has determined that any risks arising from theseworks closely with an independent compensation programs are not reasonably likely to have a material adverse effect on the Company.

Role and Independence of the Compensation Consultant

For 2015, the Compensation Committee again engaged Grant Thornton LLP, an internationally recognized public accounting and consulting firm, as its compensation consultant to advise the Compensation Committee with respect to the implementation of Gray’s compensation philosophy, policies and practices. In 2015, the Company paid Grant Thornton LLP $109,639 for its services as the compensation consultant to the Compensation Committee.consultant. The Compensation Committee directly hires and has the sole authority to terminate the compensation consultant and to determine the terms and conditions of their engagement. The compensation consultant reports directly to the Compensation Committee.

 

In 2017, the Compensation Committee worked with its historical consultant and then retained a new independent compensation consultant to refine and execute goals of our executive compensation programs, including:

	●	striving to ensure an appropriate benchmarking of compensation for each executive based on his role, as compared to market data for similar roles within the Company’s peer group, including an annual review, and updates where appropriate to that peer group, described below;
	●	establishing goals under the Company’s annual non-equity incentive compensation program based on achievement of defined quantitative financial metrics, as well as qualitative goals and objectives established in the first quarter of the fiscal year;
	●	evaluating developments at the Company, in the television broadcast industry and the economy to ensure the Company’s incentive compensation program operates effectively and provides appropriate compensation and retention incentives to the executives; and
	●	applying appropriately updated methodologies and market data in making incentive compensation decisions, all as described below.

From 2010 through the first half of 2017, the Compensation Committee had engaged Grant Thornton LLP as its compensation consultant.

Grant Thornton LLP is a full service public accounting and consulting firm, and with the full knowledge of the Compensation Committee, the Audit Committee has from time to time, including in 2017 engaged a unit of Grant Thornton LLP, which is separate and distinct from the unit providing compensation consulting services to the Compensation Committee, to provide certain internal audit advisory services to the Company. In 2017, the Company paid $126,000 for such internal audit advisory services. Management and the Audit Committee of the Company believe that the unit of Grant Thornton LLP that provides these internal audit services is exceptionally qualified to provide such services.

Neither the primary compensation advisor nor any member of the compensation consulting advisory team from Grant Thornton LLP participated in any of those other services provided to Gray. Grant Thornton LLP provided the Compensation Committee with an annual update on its services and related fees, and the Compensation Committee determined whether the compensation consulting services could be performed objectively and free from the influence of management. The Compensation Committee had determined that the provision of these separate services did not result in a conflict of interest, or otherwise impair the independence, of Grant Thornton LLP to provide independent compensation consulting services to the Compensation Committee.

In connection with an overall review of the Company’s compensation program following the 2017 Annual Meeting of Shareholders, in mid-2017 the Compensation Committee engaged Meridian Compensation Consultants, LLC (“Meridian”), a leading compensation consulting firm, as its new, independent compensation consultant. Meridian does not have a relationship with, nor in 2017 did it provide any services to, the Company or the Compensation Committee other than in connection with the engagements described herein.

The Compensation Committee takes steps to monitor and manage the independence of its compensation consultant and annually reviews the role of the compensation consultant.consultant and considers the six independence factors established by the SEC related to conflicts of interest. As a result of the policies and procedures in place with respect to the compensation consultant, the Compensation Committee believes that the compensation consultant is able to provide candid, direct and objective advice to the Compensation Committee that is not influenced by management or any other services provided to Gray by Grant Thornton LLP.management. As a result, the Compensation Committee believes that each of Grant Thornton LLP, isand Meridian, during their respective engagement periods in 2017, was fully independent for purposes of serving as the Compensation Committee’sCommittee’s compensation consultant.

Role of Executive Officers

 

NotwithstandingAt the foregoing, however, as described above, Grant Thornton LLP is a full service public accounting and consulting firm, and with the full knowledgerequest of the Compensation Committee, the Audit Committee has from time to time, including in 2015, engaged a unit of Grant Thornton LLP, which is separate and distinct from the unit providing compensation consulting services to the Compensation Committee, to provide certain internal audit advisory services to the Company. In 2015, the Company paid $146,996 for such internal audit advisory services. Management and the Audit Committee of the Company believe that the unit of Grant Thornton LLP that provides these internal audit services is exceptionally qualified to provide such services.

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Neither the primary compensation advisor nor any member of the compensation consulting advisory team participates in any of those other services provided to Gray. Grant Thornton LLP provides the Compensation Committee with an annual update on its services and related fees, and the Compensation Committee determines whether the compensation consulting services can be performed objectively and free from the influence of management. The Compensation Committee has determined that the provision of these separate services did not result in a conflict of interest, or otherwise impair the independence, of Grant Thornton LLP to provide compensation consulting services to the Compensation Committee.

Role of Executive Officers

Mr. Howell, the Company’sCompany’s President and Chief Executive Officer, from time to timeoften participates in meetings of the Compensation Committee in his role as Chief Executive Officer to provide information to the Compensation Committeeinput and answer questions related to management, business objectives and the performance of Gray orand its executive officers. Mr. Howell presents individual pay recommendations for each of the NEOs, other than himself, and provides updates to the Committee on individual and Company performance as it relates to incentive plan progress. Neither Mr. Howell nor any specific business or individual, but heother employee of the Company is not present when the Compensation Committee goes intomeets in executive session to make executive officer compensation decisions.

 

Mr. Latek and Mr. Ryan also participate in Compensation Committee meetings at the request of the Committee from time to time to provide input and recommendations for consideration of elements of program design and factors to be considered in establishing incentive compensation objectives.

Consideration of Say-On-Pay Vote and Related Matters

 

TheSince the adoption of the Dodd-Frank Act, provides Gray’sGray’s shareholders withhave been given the right to vote to approve, on an advisory, non-binding basis, the compensation of Gray’s NEOs at specified intervals. At Gray’s 2011 annual meeting2017 Annual Meeting of shareholders,Shareholders, the shareholders approved a proposal providing that the shareholders would continue to vote on such compensation every three years. Consequently, Gray’s shareholders most recently voted on this matter at Gray’s 2014 annual meeting of shareholders. As a result,will next be provided the next scheduledopportunity to vote to approve, on ana non-binding advisory non-binding basis, the compensation paid toof Gray’s NEOs will be at Gray’s 2017 annual meeting2020 Annual Meeting of shareholders.Shareholders.

 

At our 2014 annual meetingAnnual Meeting of shareholders, Shareholders we received very strong shareholder support—over 98% of the votes cast—for our executive compensation programs. At our 2017 Annual Meeting of Shareholders, approximately 60% of the votes cast on our advisory say-on-pay proposal were voted to approve the compensation paid to our NEOs. The Compensation Committee believesWe recognize that this shareholder vote strongly endorses the compensation philosophy, policies and practices of the Company. After considering the result of that advisory say-on-pay vote ondrop in support for our executive pay programs indicated that some shareholders had concerns with certain aspects of our compensation the Compensation Committee did not believe it was necessaryprogram structure. In response to undertake any material changes in the Company’s executive compensation philosophy or programs. In addition to consideration given to the results of any say-on-paythat vote, the Compensation Committee considers any appropriate direct or indirect input from shareholders and other stakeholders, and more general developments in executive compensation principles, in the development and implementationcommenced a comprehensive evaluation of the Company’s executive compensation philosophy and programs.

Compensation Deduction Limitations

Section 162(m) of the IRC generally sets a limit of $1.0 million on the amount of compensation to each of the executive officers that we may deduct for federal income tax purposes in any given year. However, certain “performance-based” compensation paid in a manner that complies with the requirements of Section 162(m) of the IRC is not included in the calculation of the $1.0 million cap. Historically, tax deductibility of executive officer compensation has not been a primary objective of the Compensation Committee or the Company because of the availability of net operating losses on a tax basis and the desire to maximize flexibility in pursuing our incentive and retention objectives. Our executive compensation program historically has not been structured to comply with all the requirements of Section 162(m), but the Compensation Committee periodically reviews such requirements and gives due consideration to the most appropriate ways to structure the executive compensation program structure (including the composition of our peer group and the design and operation of our annual non-equity incentive program, among other items) and governance processes (including the relationship with our external consultant and the risk mitigation policies in place). In addition, our executive officers engaged in discussions with certain of our shareholders to satisfyensure that we take into account the perspectives and concerns of our current investors. We value our shareholders’ input, and our goal is to continue to enjoy strong shareholder support for our compensation goalsprograms by designing our programs to support our overall compensation philosophy and meetto align with the Section 162(m) deductibility guidelines. We may from time to time design compensation plans that recognize a full rangecreation of performance and other criteria important to our success regardlessshareholder value.

Given the timing of the federal tax deductibility2017 Annual Meeting of Shareholders, many of the pay decisions and program designs were already in place for 2017, based upon actions the Compensation Committee had taken in the first quarter of 2017. The Compensation Committee, however, had already implemented various changes that were intended to address some of the apparent areas of concern to shareholders. In particular, in early 2017, the Compensation Committee adopted an updated non-equity incentive compensation paid under those plans.program that included not only defined quantitative metrics but also qualitative, objective goals designed to measure the contributions the executive officers make to the Company’s overall performance achievements, as described herein. The introduction of these factors as a component in the program was intended to provide the Compensation Committee with the opportunity to reward (or penalize) for performance without the need for discretionary adjustments.

 

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As the Company contemplated changes to its compensation program, the Compensation Committee sought a fresh perspective and engaged Meridian to advise the Compensation Committee on an ongoing basis and to assist it with responding thoroughly to the relatively lower support for the say-on-pay proposal in 2017. Meridian began assisting the Committee in the summer of 2017 and conducted a holistic review of NEO compensation programs. As a result of this review, and based on areas of shareholder concern, the Compensation Committee implemented the following changes:

What We Heard		How We Responded
Concerns over discretionary bonus payouts despite failure to meet performance thresholds under the program		■	Reviewed annual non-equity incentive program design relative to peers to better understand the competitive landscape and identify areas of interest for consideration
		■	Redesigned annual non-equity incentive program to include qualitative factors that have typically been rewarded for outside of the program formula on a discretionary basis
		■	Did not pay a discretionary cash bonus for 2017 performance, despite performance that included the Company achieving the largest market capitalization and share price growth in the Company’s history and across the Company’s peers
		■	Added an individual performance multiplier (for 2018) to enable differentiation based on individual contributions
Lack of transparency in proxy disclosure related to annual incentive program performance		■	Enhanced our Compensation Discussion and Analysis disclosure to help readers better understand the compensation program features, rationale for metric selection, impact of prospective changes made and are able to tie overall business strategy to pay results
Lack of performance-vesting criteria on equity grants		■	Added performance vesting criteria to the 2018 long-term incentive equity award for the CEO
No risk mitigators in place		■	Adopted stock ownership guidelines for executive officers and directors to promote stock ownership and ensure alignment with shareholders
		■	Adopted a clawback policy for bonus or incentive payments in the event that a restatement adversely impacts performance metrics or targets used to determine payouts of incentive awards, in order to mitigate compensation-related risks
		■	Adopted an anti-hedging policy that prohibits directors and executive officers from engaging in derivative or hedging transactions involving the Company’s securities
		■	Moved from single trigger to double trigger change-in-control vesting restrictions for equity awards to motivate the executives to maximize the deal value for the longer term
Other governance items of interest		■	Implemented a change-in-control severance plan (which excludes excise tax gross-ups) given industry consolidation and a desire to maintain continuity of executive team in the event of such a transaction
		■	Revised compensation benchmarking peer group to include companies that more closely align to the broadcasting industry

     The Compensation Committee is committed to continuing to seek investor feedback on these issues and to design and implement compensation programs that not only serve to attract, incent and retain its key executive officers but also serve the long-term interests of our shareholders.

Determining Competitive Practices

 

The Compensation Committee, with the assistance of Grant Thornton LLP,and Meridian, has established, and evaluates the compensation policies and practices of a peer group for purposes of determining appropriate compensation types and amounts for our executive officers. Specifically, in 2015,2017, the Compensation Committee used the peer group for relevant executive compensation comparisons such as market valuations of similar positions, and benchmarked certain compensation amounts and opportunities for each executive officer to market data for executives performing similar roles at peer group companies.

 

For purposesFollowing an analysis by the Compensation Committee, with the assistance of establishingits compensation consultant and benchmarking 2015 compensation,executive officers, the Committee used a compensation peer group was consistent with that used to determine prior years' compensation metrics and amounts, adjusteddevelop benchmarking data for industry consolidation, and was as follows: Crown Media Holdings, Inc., each of the executive officers, which group consisted of the following:

Cumulus Media Inc., Emmis Communications Corporation, Entercom Communications Corp., Entravision Communication, Lin TV Corp., Media General Inc., Nexstar Broadcasting Group, Inc., Radio One Inc., Salem Communications Corp., Sinclair Broadcast Group, Inc. and Spanish Broadcasting System Inc. E.W. Scripps Company Lee Enterprises Media General, Inc.

Meredith Corporation Nexstar Media Group, Inc. Pandora Media Inc. Urban One

Scripps Networks Interactive, Inc. Sinclair Broadcast Group, Inc. TEGNA, Inc. Tribune Media

 

The Compensation Committee believes that the use of peer group benchmarking for executive compensation determination is appropriate and provides data relevant in helping the Compensation Committee execute on its philosophy.

 

As part of its comprehensive review of programs, the Compensation Committee approved the following changes to the 2018 peer group, which will be used for purposes of relevant executive compensation comparisons in 2018, in order to take into consideration merger and acquisition activity, add more companies similar in size to Gray and increase the size of the peer group to smooth data volatility year over year:

Removed: Media General, Inc. (acquired) and Cumulus Media Inc. (in pending Chapter 11 reorganization proceedings)

Added: IAC/InterActive Corp., Gannet Co, Inc., AMC Networks Inc., The New York Times Company, Tronc, Inc., Yelp Inc., Entravision Communications Corp., and Entercom Communications Corp.

Process for Establishing Executive Officer Total Compensation

 

Peer group data is one of many inputs used by the Compensation Committee when establishing pay levels for the Company’s NEOs. In establishing NEO compensation levels for 2015,2017, the Compensation Committee considered and evaluated historical and expected executive performance,with input from the Company’s President asand Chief Executive Officer (with respect to other executive officers), and its independent compensation consultant, considered and evaluated historical and expected executive performance, peer group compensation metrics, internal pay equity considerations and a competitive market study prepared by Grant Thornton LLP. The study compared Gray’s practices regarding base salary, bonuses, equity awards and cash incentive awards for its NEOs with market practices as reported in the peer group’s most recent proxy data.compensation consultant.

 

Compensation Decisions Made for 20152017

 

Base Salary

 

The base salary element of our executive compensation program provides each NEO with a fixed amount of annual cash compensation, intended to ensure an appropriate amount of financial certainty. Salaries for the NEOs are generally subject to annual review and adjustment by the Compensation Committee.Committee based on the size and complexity of the Company and its operations, the scope of each individual executive’s role, the knowledge and experience of the individual executive, the competitiveness of the executive’s total compensation as compared to the peer group, the performance of the incumbent and other factors.

 

Consistent with its practice of making initial compensation decisions for a fiscal year in the first quarter of each year, the Compensation Committee approved our NEOs’NEOs’ base salaries for 20152017 at its meeting in January 2015.2017. At that time, and after consideration of the factors described above, the Compensation Committee approved 2015a 10.0% increase in base salary increases for each of Messrs. Howell and Latek and a 15.0% increase in base salary for Mr. Ryan to more closely align with the competitive market and Latek.desired pay positioning, and to reward for individual performance contributions from the prior year.

 

The Compensation Committee expects to continue to monitor the named executive officers’officers’ base salaries, and make adjustments from time to time as appropriate.

 

The annual base salaries for each of our NEOs were as follows for 2015:2017:

 

Name		2015 2017 Base Salary ($)
Hilton H. Howell, Jr.			901,0001,050,566
James C. Ryan			530,000646,070
Kevin P. Latek			583,000679,778

 

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Annual Non-Equity Incentive Compensation Program

 

AtWith respect to the granting of annual non-equity incentive compensation opportunities, at the Compensation Committee’sCommittee’s regularly scheduled meeting in the first quarter of each year, including in 2015, and after a review of financial and other performance data from the prior fiscal year and certain internally forecasted financial information, the Compensation Committee sets certain targettypically establishes annual metrics and opportunity levels for potential payments for the ensuing year. Historically, these metrics and opportunity levels were based solely on quantitative goals, which were designed to provide focus and certainty for management in striving to achieve pre-established goals. Qualitative individual performance goals underhad historically been recognized through discretionary payments outside of the Company’s annualprogram based on a subjective assessment conducted by the Compensation Committee at year end.

Beginning in and for 2017, the Compensation Committee adopted an updated non-equity incentive compensation program for the upcoming year. TheseCompany’s executive officers. The updated non-equity incentive compensation program is structurally the same as the Company’s prior annual non-equity incentive compensation programs, in providing defined quantitative metrics. In addition, beginning in 2017 the Compensation Committee added qualitative, objective goals are typically quantifiableagainst which the executive officers’ annual or other short-term, goals. Uponperformance would be measured. Such metrics may vary from year to year, but they will generally be chosen from those the Compensation Committee deems appropriate to motivate the Company’s executive officers towards the achievement byof performance objectives that are in the Company of these performance goals, the executive officers are eligible for additional cash compensation through the payment of annual incentive awards.Company’s long-term best interests. This annual incentive award opportunity is intended to motivate the executive officers toward significant Company performance on an annual basis and, if appropriate, reward them for such achievement.

Quantitative Performance Metrics

 

The three quantitative financial performance metrics selected by the Compensation Committee establishedas appropriate metrics on which to measure performance goals for 2015, withinunder the parameters of the Company’s annual incentive compensation program based entirely on quantifiable financial performance metrics. The threein 2017 were the same as those used in 2016. These metrics, approved for purposeswhich were weighted 60% of setting targets for 2015 annualthe total non-equity incentive compensation awardsopportunity, consisted of the financial performance measuresmetrics historically used by Gray for purposes of valuing the Company’sCompany’s business and approximating key financial performance covenants in certain of its financing agreements as follows:

 

●

revenue, which is calculated net of agency commissions;

 

●

net operating profit (“NOP”), which is calculated by determining total revenue less broadcast and corporate expenses before depreciation, amortization, impairment of intangible assets, gains on disposal of assets, interest expense, income taxes, and loss or early extinguishment of debt; and

 

●

“broadcast cash flow,” which is defined as NOP plus amortization of non-cash stock based compensation, plus amortization of program broadcast rights, plus common stock contributed to 401(k) plan, less network compensation revenue, less network compensation per network affiliation agreements, less network expense per network affiliation agreements, less payments on program broadcast obligations, and plus corporate and administrative expenses (excluding amortization of non-cash stock based compensation).

 

For each ofperformance metric, the financial performance measures, the following goals were established for 2015:

Financial Performance Measure		Threshold ($)				Target ($)				Maximum ($)
		(in thousands)
Revenue (less agency commissions)			530,137				558,039				613,843
NOP			163,475				172,079				189,287
Broadcast cash flow			187,881				197,769				217,546

The target performance goalsgoal under the Company’sCompany’s annual non-equity incentive compensation program werewas aligned with the Company’s internal business plan and annual budget as approved by the Compensation Committee, and did not give effect to the results of any acquired operations.Committee. Threshold goals were established at 95%80% of target so that a minimum level of performance near target was required to be achieved before any incentive payment would be awarded, with a significant reduction to the incentive eligible to be earned if results were below target. Maximum award levels were established at achievement of 110% of target levels, as the Compensation Committee believed this represented an appropriate amount of stretch infor the goals. The Compensation Committee reviewssets the threshold, target and maximum criteria at the start of each fiscal year to ensure that an appropriate degree of difficulty is incorporated into the goals. In addition, and in order to minimize the potential for changes in goals throughout the year, performance for determining award eligibility is evaluated excluding the results of any acquired or divested operations.

 

The following goals were established for 2017:

Financial Performance Metrics		Threshold ($)				Target ($)				Maximum ($)
		(in thousands)
Revenue			653,460				816,825				898,508
NOP			212,186				265,232				291,755
Broadcast cash flow			238,394				297,992				327,791

Actual performance levels between threshold and target, or between target and maximum, are used to determine actual incentive awards. For purposes of calculating amounts payable under the annual non-equity incentive compensation program, award opportunity levels (expressed as a percentageactual Company performance compared to goal performance for each of base salary) approved bythe metrics was determined and calculated discretely.

Qualitative Performance Metrics

As described above, the Compensation Committee determined that for 2017, in light of, among other things, the NEOsgrowth in 2015size of the Company through acquisitions, the increasing scope and complexity of the Company’s operations and the range of contributions the executive officers make to enhancing the Company’s operations and long-term value for shareholders, it was appropriate to include certain non-quantitative Company performance metrics (collectively the “qualitative metrics”) for purposes of determining performance under the annual non-equity incentive compensation program. Specifically, the qualitative metrics approved for measurement purposes in 2017 were weighted 40% of the total award opportunity and were comprised of a mix of absolute and relative factors that the Compensation Committee identified as follows:important measures of success in achieving the Company’s long-term goals.

 

		Annual Incentive Opportunity
Name		Threshold				Target				Maximum
Hilton H. Howell, Jr.			50.0%				100.0%				150.0%
James C. Ryan			25.0%				50.0%				75.0%
Kevin P. Latek			27.5%				55.0%				82.5%

The qualitative metrics approved for 2017 consisted of the following four absolute measures of the Company’s performance: (1) growth in total revenues of 3% or more; (2) growth in enterprise value (i.e., the sum of the Company’s outstanding debt plus equity value) of 5% or more; (3) reduction in the net leverage ratio by more than 10 basis points; and (4) improvement by more than 10 basis points in effective net interest rate measured at the beginning and the end of the calendar year.

 

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In addition, the qualitative metrics included for 2017 consisted of the following relative factors by which the Company’s performance would be measured against the following television station groups: Sinclair; Tribune Media; Nexstar; E. W. Scripps; Meredith; TEGNA; Graham Holdings; Cox Broadcasting; Hearst Corporation and Raycom Media:

	●	average Nielsen ratings across all primary television channels;
	●	the Company’s ratio of earnings before interest, taxes, depreciation and amortization (“EBITDA”) to revenue (net of agency commissions);
	●	the number of individual transactions involving the acquisition of local television stations, in each case including stations ranked first or second in the local market, in new markets and additional television stations in existing markets;
	●	successful execution of one or more capital markets transactions;
	●	the percentage of operating markets with the first and/or second ranked television station (based on BIA/Kelsey revenue estimates);
	●	growth in net retransmission revenue relative to the preceding year;
	●	growth in share of local advertising revenue relative to the preceding year;
	●	growth in share of national advertising revenue relative to the preceding year; and
	●	growth in share of political advertising revenue relative to the preceding year.

The weighting of the total incentive opportunity assigned to each of the approved metrics for 2017 was as follows:		Annual Non-Equity Incentive Opportunity Weighting
15% for revenue goals, 15% for net operating profit goals, 30% for broadcast cash flow goals and 40% for qualitative metrics.

Annual Award Opportunities

 

Annual non-equity incentive compensation program payout opportunity levels were established to provide each NEO with a market-competitive incentive opportunity linked to achievement of the pre-determined financial metrics. Actual performance levels between threshold and target, or between target and maximum, are used to determine actual incentive awards. Actual awards are determined formulaically by linear interpolation of actual results as they relate to the established financial performance goals and qualitative metrics. Consistent with the percentage by which such goals were achieved or exceeded. Furthermore, for purposes of calculating amounts payable under the Company’sCompany’s overall compensation philosophy, annual non-equity incentive compensation program actual Company performance compared to goal performanceaward opportunity levels (as a percentage of base salary) approved by the Compensation Committee for each of the metrics was determined and calculated discretely.NEOs in 2017 were as follows:

 

		Annual Incentive Opportunity
Name		Threshold				Target				Maximum
Hilton H. Howell, Jr.			50.0%				100.0%				150.0%
James C. Ryan			25.0%				50.0%				75.0%
Kevin P. Latek			35.0%				70.0%				105.0%

Non-equity annual incentive compensation payments

At the Compensation Committee’s regularly scheduled meeting in the first quarter of 2018, the achievement of financial goals are certified aswith resulting payouts approved following the Compensation Committee’s review of the Company’s audited financial results for the prior fiscal year. Gray’s 2015 results, without giving effectThe Committee also reviewed certain publicly available information, data licensed from third parties, and internal proprietary data to assess the Company’s performance with respect to the resultsqualitative metrics. Following careful consideration of operations acquired during 2015, would have been as follows:

Financial Performance Measure		Actual ($)
		(in thousands)
Revenue (less agency commissions)			574,194
NOP			191,287
Broadcast cash flow			219,559

Basedthat material, the Committee concluded that on an overall basis the Company’s 2015 financial results without giving effect toCompany surpassed the resultsgoals set for the 2017 qualitative metrics of operations acquired during 2015, totalsatisfying essentially all of the thirteen identified metrics. In particular, the Company achieved each of the four absolute metrics, and it ranked first or second among industry peers in nearly all of the relative metrics included in the qualitative metrics analysis. The Compensation Committee therefore concluded that qualitative metric portions of the annual incentive compensation paymentsbe scored at maximum, generating a 150% of target payout for that component. Total quantitative and qualitative metric amounts for the annual incentive compensation to each NEO were made at between the target and maximum opportunity levelsawarded as follows:

 

		Non-Equity Incentive Plan Payment For 2015 Performance																Total Non-Equity
Name		Revenue (less agency commissions) Payout ($)				NOP Payout ($)				Broadcast Cash Flow Payout ($)				Total Payment ($)				Incentive Plan Payment as a Percentage of Base Salary (%)
Hilton H. Howell, Jr.			257,855				337,875				675,750				1,271,480				141.1
James C. Ryan			75,840				99,375				198,750				373,965				70.6
Kevin P. Latek			91,765				120,244				240,488				452,497				77.6
			425,460				557,494				1,114,988				2,097,942

Financial Performance Metrics

% Weight

Target

Final Results

% of Target Payout

Revenues

15%

$816,825

$800,721

98% of target

NOP

15%

$265,232

$260,844

98% of target

Broadcast Cash Flow

30%

$297,992

$291,346

98% of target

Qualitative Metrics

40%

Maximum results achieved

150% of target

Total payout (as % of target)

117% of target

 

Performance-Based Cash BonusesIndividual incentive payouts are reported in the Summary Compensation Table found on page 31 of the proxy.

 

In addition to potential cash payments earned under the Company’s annual non-equity incentive compensation plan,program, as described above, consistent with the Company’s compensation philosophy, the Compensation Committee retains the ability to make discretionary performance-based bonus payments in certain circumstances to reward outstanding performance by individual executives in circumstances where the Compensation Committee believes such performance is not adequately reflected by the non-discretionary portion of the executive’s annual incentive award. Based on what the CompensationThe Committee determined that 2017 performance exceeded the compensation goals in several respects, including with regard to be extraordinary individual efforts1-year, 3-year and 5-year growth in leadingmarket capitalization. Nevertheless, the CompanyCommittee determined not to achieve the financial results and strategic goals, and undertake the related matters described above under “Overview of 2015 Performance and Compensation,” the following one-timemake any discretionary cash bonus awards were paid to executive officers in January 2016 for performance in 2015: Mr. Howell $1,271,480, Mr. Ryan $373,965 and Mr. Latek $452,497.2017.

 

Prior to approving the bonus payments, the Compensation Committee asked Grant Thornton LLP to assess the impact of the proposed bonuses on the market competitiveness of the executives’ overall 2015 compensation. Grant Thornton LLP advised that based on the 2015 peer group, the cumulative impact of the bonuses would result in total direct compensation for the executive officers that would be in excess of the 75th percentile. However, Grant Thornton LLP further noted that, due to the rapid growth of the Company, a more comparable peer group should be deployed, and the Compensation Committee approved such a group for compensation evaluation beginning in 2016. In addition, the Compensation Committee noted that it believed the executive officers had earned additional recognition and reward for their significant contributions to the growth and success of the Company in 2015, and determined that such awards were appropriate.

Long-Term Equity Incentive Awards

The decision to grant, and the amounts of, equity-based long-term incentive awards, on an annual basis or otherwise, is generally a discretionary process in nature. In undertaking this decision-making process, the Compensation Committee’s philosophy is that it should be free to consider a number of factors, including the following, or any others deemed appropriate by the Compensation Committee:

	●	the amount and value of recent equity-based awards, determined by reference to value at either the grant date or other relevant date;
	●	recent historical Company performance, determined by reference to stock price or other appropriate financial metric;
	●	expected short and longer-term Company performance in light of internal budgets or forecasts, or other appropriate data; and
	●	the overall competitiveness of current compensation levels when considered against an appropriate peer group.

In the event equity-based long-term incentive awards are granted, it has been the historical practice that award levels are also established at the Compensation Committee’s discretion, as opposed to being made with a formulaic approach such as is used to provide annual non-equity incentive compensation opportunities.

 

In order to be able to provide awards intended to further align the interests of our executive officers and other key management personnel responsible for our growth with the interests of our shareholders through stock price appreciation, we have established, and at our 2017 Annual Meeting of Shareholders the 2007 Long TermCompany’s shareholders approved, the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan which allows us to grant equity-based awards.(the “2017 EICP”). The 2007 Long Term Incentive Plan2017 EICP allows for the grant of various types of equity awards including performance shares, restricted shares and stock options. If stock options are granted, it is our practice to grant options with an exercise price equal to the closing price of the underlying class of our common stock on the date of grant.

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The Compensation Committee has established guidelines, expressed as a percentage of base salary, that it generally considers when evaluating annual long-term equity incentive award levels. The long-term equity incentive opportunity guidelines considered by the Compensation Committee in connection with evaluating annual long-term incentive awards in 2015 were as follows:

		Long-Term Incentive Award Opportunity Guidelines (as a Percentage of Base Salary)
Name		Low End				Mid Range				Upper End
Hilton H. Howell, Jr.			75.0%				150.0%				225.0%
James C. Ryan			50.0%				100.0%				150.0%
Kevin P. Latek			55.0%				110.0%				165.0%

 

Notwithstanding these guidelines, unlike the formulaic annual incentive award opportunities, which are tied to the Company’s actual performance compared to preset goals, the Compensation Committee has historically retained discretion with regard to the nature, timing and amount of long-term equity incentive awards.This discretion may be exercised based either on a prospective or retrospective and qualitative assessment of factors, as discussed above under the heading Elements of Compensation Program. For example, inIn January 2015,2017, in order to incent the NEOs toward the creation of long-term value, and considering recent historical Company performance, recent years’years’ equity incentive awards and the overall value of the NEOs’ respective target compensation levels during 2014,2016 the Compensation Committee approved the following grants of long-term equity incentive awards under the 2007 Long Term Incentive Plan to the NEOs:awards:

 

●

Mr. Howell: 77,762198,220 restricted shares of Class A common stock, with an aggregate grant date fair value of $675,752, or 75% of his 2015 base salary;$2,101,132;

●

Mr. Ryan: 25,80474,547 restricted shares of common stock, with an aggregate grant date fair value of $265,007, or 50% of his 2015 base salary;$775,288; and

●

Mr. Latek: 36,89986,280 restricted shares of common stock, with an aggregate grant date fair value of $320,652, or 55% of his 2015 base salary.$897,312.

 

To provide a balance between retention and performance, the Compensation Committee granted these restricted stock awards with a three-year ratable vesting schedule beginning one year from the date of grant.

 

PerquisitesRetirement Plans and Other Benefits

 

Gray also provides its executive officers with limited perquisites and other benefits, including the right to participate in all employee benefit plans generally available to employees, such as medical, dental, life and disability insurance plans. The Compensation Committee also believes it is appropriate for the Company to pay certain insurance premiums on behalf of our NEOs in order to remain market competitive for executive talent.

Qualified Benefit Plans

The executive officers were eligible to participate in the following qualified benefit plans in which all employees were eligible to participate: the Gray Television, Inc. Capital Accumulation (401(k)) Plan (“Capital Accumulation Plan”) and (through June 30, 2015, when it was frozen) the Gray Television, Inc. Retirement Plan (“Pension Plan”). Mr. Ryan also participates in the Busse Pension Plan (the “Busse Pension Plan”). The Company acquired Busse Broadcasting Corporation (“Busse”) in July 1998 and the Busse Pension Plan was assumed in that transaction. Mr. Ryan is a former employee of Busse. The table in the section entitled Pension Benefits herein lists the years of credited service and the present value of each NEO’s accumulated pension benefit, assuming payment begins at age 65, under the pension plans.

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Capital Accumulation Plan

 

We currently sponsorOur NEOs, and all of our other employees, are eligible to participate in the Gray Television, Inc., Capital Accumulation 401(k) Plan (the “Capital Accumulation Plan”). Under the Capital Accumulation Plan to encourageemployees are eligible employees to defer a part of their current income to provide for their retirement, death or disability under the provisions of Section 401(k) of the IRC. The plan covers all of our employees. Under the Capital Accumulation Plan, participantsParticipants may elect to make pre-tax savings deferrals from their compensation each year, subject to annual limits on such deferrals imposed by the IRC. We may also, at our discretion, on an annual basis, make a matching contribution with respect to a participant’sparticipant’s elective deferrals and/or may make additional voluntary contributions. From January 1, 2015contributions based on annual Company performance. Discretionary profit sharing contributions, if made, are made to June 30, 2015,all qualified employees employed on the last day of the plan year, and the amount a qualified employee receives is based on their pay and years of service. In 2017, we did not match employeeintended to make matching contributions exceptsufficient for employees at one of our stations, in accordance with the terms of their union contract. Beginning on July 1, 2015, weCapital Accumulation Plan to meet the safe harbor requirements under Code Section 401(k)(12)(b) and therefore matched employee contributions at a rate of 100% of the first 3% of each employee’s salary deferral, and 50% of the next 2% of each employee’s salary deferral. In addition, in 2017, we made profit sharing contributions of $4.1 million in the aggregate. Participants are immediately vested in their voluntary contributions plus the actualany earnings thereon. EmployerFor 2017, employer contributions and(plus earnings thereonthereon) were also immediately vested as required under the safe harbor requirements under Code Section 401(k)(12)(b). The Company’s profit sharing contributions made for 2017 become 100% vested after thea participant completes three years of service. The only form of benefit payment under the Capital Accumulation Plan is a single lump-sum payment equal to the vested balance in the participant’s account. The vested portion of a participant’s accrued benefit is payable in a lump sum upon such employee’s termination of employment, attainment of age 59 1⁄2, , retirement, total and permanent disability, or death. Participants may also make in-service withdrawals from their pre-tax contributions under the plan forCapital Accumulation Plan and in certain specified instances of hardship.

Pension Plan

 

On June 30, 2015, we froze the Pension Plan with respect

Our NEOs are also eligible to all employees. As a result, participants ceased to accumulate benefits under the Pension Plan starting on July 1, 2015. Under the terms of the Pension Plan,participate in the event of the death of an executive officer before retirement, 50% of the accruedGray Television, Inc. Retirement Plan (the “Retirement Plan”). This Retirement Plan benefit, will become payable to the surviving spouse at the time the deceased participant would have reached age 65. If the deceased participant had completed ten or more years of service, the survivor benefit may commence as early as the time the deceased participant would have reached age 55. If the deceased participant would have been eligible for early retirement at the time of death, survivor benefits may commence as soon as practicable. Any benefits that commence before the deceased participant would have reached age 65 will be reduced the same as early retirement benefits would have been reduced. In the event a disability occurs before retirement, the accrued benefit will become payable at age 65. No break in service will occur and benefits will continue to accrue during disability. In the event of voluntary termination, the vested accrued benefit will become payable at age 65. If the participant had completed ten or more years of service, the benefit may commence as early as age 55. If the participant had completed less than five years of credited service, the accrued benefit is not vested,however, was frozen effective July 1, 2015, and no futurefurther benefits would be payable from the Pension Plan.accrue thereunder.

 

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Summary Compensation Table

The following table sets forthUnder this plan, a summary of the compensation of our Chief Executive Officer, Chief Financial Officer, and our other executive officer for each of 2015, 2014 and 2013:

Name and Principal Position		Year		Salary(1) ($)				Bonus ($)				Stock Awards(2) ($)				Non- equity Incentive Plan Compen- sation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)				All Other Compen- sation(4) ($)				Total ($)
Hilton H. Howell, Jr.		2015			901,000				1,271,480				1,351,504				1,271,480				36,687				96,707				4,928,858
President, Chief Executive		2014			850,000				650,000				1,895,527				644,183				85,955				71,748				4,197,413
Officer and Vice Chairman(5)		2013			650,000				398,024				487,504				398,024				4,806				70,456				2,008,814
James C. Ryan		2015			530,000				373,965				530,014				373,965				66,604				23,572				1,898,120
Executive Vice President and		2014			500,000				200,000				848,301				189,466				111,808				17,809				1,867,384
Chief Financial Officer		2013			450,000				160,740				225,004				160,740				8,640				16,216				1,021,340
Kevin P. Latek		2015			583,000				452,497				641,305				452,497				20,302				16,391				2,165,992
Executive Vice President		2014			550,000				250,000				953,308				229,253				27,155				12,871				2,022,587
and Chief Legal and		2013			450,000				160,740				225,004				160,740				10,583				6,478				1,013,545
Development Officer

_____________

(1)	Each of the NEOs contributed a portion of his salary to our Capital Accumulation Plan. The disclosed salary amounts are before the NEOs’ contributions.

(2)

Grant date fair value of awards of restricted shares made in the year indicated, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Stock Compensation). See note 6 to the Company’s consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2015 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718. For the years ended December 31, 2014 and 2015, includes the grant date fair value of the additional bonus equity awards for 2013 and 2014 performance, respectively, which awards were granted in January 2014 and 2015, respectively.

(3)

For each year, represents the change in pension value, calculated as the difference between the present value of accumulated benefits at December 31 of the relevant year, and the present value of accumulated benefits at December 31 of the prior year, adjusted for benefit payments made during the year. The present values of accumulated benefits at December 31 of the relevant year were calculated using the assumptions that were used for the December 31 financial statement disclosures of the relevant year, which were the RP-2014 mortality tables, with mortality improvements beginning in 2006 based on Social Security improvement assumptions, separately for males and females, and a 4.31%, 4.00%, 4.97% interest discount, respectively. See the table in the section entitledPension Benefits herein for additional information, including the present value assumptions used in this calculation.

(4)	See theAll Other Compensation table below for additional information.

(5)	Mr. Howell was appointed as Chairman in April 2016.

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All Other Compensation

The following table describes each component of the amounts in the All Other Compensation column of the Summary Compensation Table for 2015:

Name		Company Contribution to Defined Contribution Plans ($)				Company Paid Insurance Premiums ($)				Directors’ Fees(1) ($)				Total ($)
Hilton H. Howell, Jr.			—				10,207				86,500				96,707
James C. Ryan			—				23,572				—				23,572
Kevin P. Latek			—				16,391				—				16,391

_____________

(1)	Represents fees paid for serving as a member of our board of directors. See the Director Compensation table for additional information.

Grants of Plan-Based Awards in 2015

The table below sets forth information about plan-based awards granted to the named executive officers during 2015 under the Company’s Annual Incentive Plan and 2007 Long Term Incentive Plan. Non-equity annual incentive compensation payments were made to our NEOs in 2015 under the Annual Incentive Plan. Stock awards were made under our 2007 Long Term Incentive Plan.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards												All OtherStock Awards: Number of Sharesof Stock or				All Other Option Awards: Number ofSecurities Under- lying				Exerciseor BasePrice of Option				Grant DateFair Value ofStock and Option
Name	Grant Date		Threshold($)				Target ($)				Maximum($)				Threshold (#)				Target (#)				Maximum (#)				Units (#)				Options (#)				Awards ($/Sh)				Awards(2) ($)
Hilton H. Howell, Jr.	1/27/2015(3)			—				—				—				—				—				—				77,762				—				—				675,752
	1/27/2015			—				—				—				—				—				—				77,762				—				—				675,752
				450,500				901,000				1,351,500				—				—				—				—				—				—				—
James C. Ryan	1/27/2015(3)			—				—				—				—				—				—				25,804				—				—				265,007
	1/27/2015			—				—				—				—				—				—				25,804				—				—				265,007
				132,500				265,000				397,500				—				—				—				—				—				—				—
Kevin P. Latek	1/27/2015(3)			—				—				—				—				—				—				36,899				—				—				320,653
	1/27/2015			—				—				—				—				—				—				36,899				—				—				320,652
				160,325				320,650				480,975				—				—				—				—				—				—				—

_____________

(1)	For information on actual payouts under non-equity incentive plan awards for 2015 performance, see the column titledNon-equity Incentive Plan Compensation in theSummary Compensation Table above.

(2)

Grant date fair value of awards computed in accordance with FASB ASC Topic 718. See note 6 to the Company’s consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2015 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718.

(3)	Represents bonus equity award granted in 2015 for 2014 performance and results.

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Outstanding Equity Awards at December 31, 2015

The following table provides information on the stock options and restricted stock awards held by the NEOs at December 31, 2015. The market value of the stock awards is based on the closing market price of our common stock and Class A common stock of $16.30 and $13.67, respectively, as of December 31, 2015, as applicable.

		Stock Option Awards(1)																				Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)				Number of Securities Underlying Unexercised Options Unexercisable (#)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Hilton H. Howell, Jr.			114,798				38,264				—				1.99			4/1/2021					—				—				—				—
			—				—				—				—				—				279,386	(2)			3,915,680				—				—
James C. Ryan			43,050				14,348				—				1.99			4/1/2021					—				—				—				—
			—				—				—				—				—				96,836	(3)			1,578,427				—				—
Kevin P. Latek			48,216				16,070				—				1.99			4/1/2021					—				—				—				—
			—				—				—				—				—				124,969	(4)			1,842,906				—				—

_____________

(1)	All outstanding stock options at December 31, 2015 are (or upon vesting, will be) for shares of common stock. Awards vest in four equal, annual installments beginning on April 2, 2013.

(2)

Includes: 36,682 restricted shares of common stock that vested on March 19, 2016; 43,590 restricted shares of Class A common stock that vested on January 17, 2016; 43,590 restricted shares of Class A common stock that vest on January 17, 2017; 51,842 restricted shares of Class A common stock that vested on January 31, 2016; 51,842 restricted shares of Class A common stock that vest on January 31, 2017; and 51,840 restricted shares of Class A common stock that vest on January 31, 2018.

(3)

Includes: 16,931 restricted shares of common stock that vested on March 19, 2016; 14,148 restricted shares of common stock that vested on January 17, 2016; 14,149 restricted shares of common stock that vest on January 17, 2017; 17,204 restricted shares of common stock that vested on January 31, 2016; and 34,404 restricted shares of common stock that vest in equal, annual installments on January 31, 2017 and 2018.

(4)

Includes: 16,931 restricted shares of common stock that vested on March 19, 2016; 17,119 restricted shares of common stock that vested on January 17, 2016; 17,121 restricted shares of common stock that vest on January 17, 2017; 24,600 restricted shares of Class A common stock that vested on January 31, 2016; 24,600 restricted shares of Class A common stock that vest on January 31, 2017; and 24,598 restricted shares of Class A common stock that vest on January 31, 2018.

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Option Exercises and Stock Vested in 2015

The following table provides information on the number of shares of stock vested in 2015 and the value realized by each NEO before payment of any applicable withholding tax.

				Option Awards								Stock Awards
Name		Class of Stock		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)(1)
Hilton H. Howell, Jr.		Common			—				—				36,682				530,422
		Class A Common			—				—				75,412				649,917
James C. Ryan		Common			—				—				45,861				554,546
Kevin P. Latek		Common			—				—				48,832				584,820

_____________

(1)	Calculated by multiplying the gross number of shares acquired by the market value of the shares as of the relevant vesting date.

Pension Benefits

Messrs. Howell, Ryan and Latek participate in the Pension Plan. The Pension Plan, which is intended to be tax qualified, is available to certain of our employees and the employees of all of our subsidiaries that have been designated as participating companies under the plan. As noted above, the Company froze the Pension Plan on June 30, 2015.

A participating employee who retires on or after attaining age 65 and who has completed five years of service upon retirement may be eligible to receive during his or her lifetime, in the form of monthly payments, an annual pension equal to (i) 22% of the employee’s average earnings for the highest five consecutive years during the employee’s final ten years of employment multiplied by a factor, the numerator of which is the employee’s years of service credited under the plan before 1994 and the denominator of which is the greater of 25 or the years of service credited under the plan, plus (ii) 0.9% of the employee’s monthly average earnings for the highest five consecutive years in the employee’s final ten years of employment added to 0.6% of monthly average earnings in excess of Social Security covered compensation, multiplied by the employee’s years of service credited under the plan after 1993, with a maximum of 25 years minus years of service credited under (i) above. For participants as of December 31, 1993, there is a minimum benefit equal to the projected benefit under (i) at that time. The table in the section entitled Pension Benefits herein lists the years of credited service and the present value of each NEO’s accumulated pension benefit, assuming payment begins at age 65, under the Retirement Plan.

Under the terms of the Retirement Plan, the accrued benefit is subject to the following distribution terms:

●

In the event of death before retirement, 50% of the accrued benefit will become payable to the surviving spouse at the time the deceased participant would have reached age 65;

o

if the deceased participant had completed ten or more years of service, the survivor benefit may commence as early as the time the deceased participant would have reached age 55;

o

if the deceased participant would have been eligible for early retirement at the time of death, the survivor benefit may commence as soon as practicable; and

o

any benefits that commence before the deceased participant would have reached age 65 will be reduced the same as early retirement benefits would have been reduced.

●

In the event a disability occurs before retirement, the accrued benefit will become payable at age 65; no break in service will occur and benefits will continue to accrue during disability.

●

In the event of voluntary termination, the vested accrued benefit will become payable at age 65;

o

if the participant had completed ten or more years of service, the benefit may commence as early as age 55; and

o

if the participant had completed less than five years of service, the accrued benefit is not vested, and no future benefits would be payable from the Retirement Plan.

Under the terms of the separate pension plan which was merged into the Retirement Plan, as it concerns Mr. Ryan’s accrued benefit, similar spousal distribution protections are in place and will be separately applicable. In addition, because such plan had a lump sum payment option, special rules address how this lump sum option works with the annuity forms of payments also available to participants.

Perquisites

Gray also provides its executive officers with limited perquisites and other benefits, including the right to participate in all employee benefit plans generally available to employees, such as medical, dental, life and disability insurance plans. The Compensation Committee also believes it is appropriate for the Company to pay certain insurance premiums on behalf of our NEOs in order to remain market competitive for executive talent.

Change-in-Control Plan

Gray has adopted a Change in Control Plan under which participants are generally selected by the Compensation Committee and currently include our NEOs, and certain other key employees. Under the Change in Control Plan, a participant who, in connection with a change in control of the Company or within 24 months following a change in control, is involuntarily terminated without cause or voluntarily terminates his or her employment for good reason, would receive certain benefits as outlined below in “–Potential Payments upon Termination or Change in Control– Change in Control Plan.”

Other Governance Items

Stock Ownership Guidelines

Based on the view of the Compensation Committee that the ownership of an equity interest in the Company by executives is a component of good corporate governance and aligns executives and shareholder interests, the Compensation Committee adopted stock ownership guidelines that require the NEOs to directly own minimum amounts of the Company’s stock. Shares that count towards the satisfaction of the guidelines are those 1) owned directly by the participant, 2) held in a brokerage account or 401(k) account, 3) held in trust or by a wholly-owned family entity and 4) restricted shares. Stock options, performance shares not yet paid out and shares held in a margin account or pledged as collateral for a loan, are excluded from the stock ownership guidelines.

The guidelines require the participants to beneficially own a number of shares of Class A and/or common stock that, when multiplied by relevant stock price on the measurement date, produces an amount equal to or greater than the multiple of salaries noted below:

Individual or Group	Multiple of Base Salary
Chief Executive Officer	6X
Other NEOs	3X

Executives have five years to comply with these guidelines, with progress to be reviewed by the Compensation Committee annually. The holdings of each NEO currently satisfy the individual’s stock ownership guideline.

Anti-hedging Policy

Gray has adopted a policy that prohibits certain officers and directors of the Company from purchasing any financial instrument that is designed to hedge or offset any decrease in the market share of the Company’s common stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds or any other type of financial transaction. Directors, executive officers and other designated employees are also restricted from engaging in short sales related to the Company’s common stock.

Clawback Policy

Gray has adopted a policy to ensure that incentive compensation is paid based on accurate financial data. This policy applies to key executive management in the event of any material restatement of the financial statements of the Company or its subsidiaries. In the event of such restatement, the Board (or an appropriate committee of the Board) shall review the facts and circumstances that led to the requirement for the restatement and will determine whether a clawback of certain compensation is appropriate.

Risk Considerations

The Compensation Committee with the assistance of its independent compensation consultant periodically reviews the Company’s compensation philosophy, policies and practices to ensure that such philosophy, policies and practices are appropriately structured for the Company and its business objectives and discourage executives from taking excessive risk. In developing Gray’s philosophy, and implementing the policies and practices, the Compensation Committee with input from the independent compensation consultant has attempted to mitigate the possibility that excessive short-term risks are being taken at the expense of long-term value. These mitigation strategies include:

(1)

the annual review and approval of certain financial performance objectives;

(2)

the use of multiple performance objectives, thus mitigating too heavy a focus on any one in particular;

(3)

caps on annual incentive plan payouts, limiting the upside potential when maximum performance is achieved; and

(4)

time-based vesting of equity-based awards to motivate NEOs to focus on providing consistent results over the longer term.

Starting in 2018, additional risk mitigation policies were added, including the implementation of stock ownership guidelines, an anti-hedging policy and a clawback policy.

Based on its review, and in consultation with and input from the independent compensation consultant, the Compensation Committee concluded that the compensation policies and programs at Gray do not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Deduction Limitations

For tax years through 2017, Section 162(m) of the IRC generally set a limit of $1.0 million on the amount of compensation for certain executive officers that we were eligible to deduct for federal income tax purposes in any given year. Certain “performance-based” compensation paid in a manner that complied with the requirements of Section 162(m) of the IRC was not included in the calculation of the $1.0 million cap. Historically, the Company desired to maximize flexibility in pursuing our incentive and retention objectives. As a result, our executive compensation program historically had not been structured to comply with all the requirements of Section 162(m). For tax years starting with 2018, the “performance-based” compensation exception to the $1 million deduction limitation under Section 162(m) of the IRC has been repealed. In general, going forward all compensation (other than certain grandfathered compensation) we pay in excess of $1 million to anyone who serves as one of our named executive officers in 2018 or later will not be deductible. The Compensation Committee will continue to retain the discretion to pay non-deductible amounts. The Compensation Committee believes that such flexibility best serves the interests of the Company and its shareholders by allowing the Committee to recognize, motivate and retain executive officers as circumstances warrant.

Summary Compensation Table

The following table sets forth a summary of the compensation of our Chief Executive Officer, Chief Financial Officer, and our other executive officer for each of 2017, 2016 and 2015:

Name and Principal Position		Year		Salary(1) ($)				Bonus ($)				Stock Awards(2) ($)				Non-equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)				All Other Compensation(4) ($)				Total ($)
Hilton H. Howell, Jr.		2017			1,050,566				-				2,101,132				1,228,822				51,929				134,470				4,566,919
Chairman, Chief Executive		2016			955,060				2,488,900				1,910,118				-				24,961				119,814				5,498,853
Officer and President		2015			901,000				1,271,480				1,351,504				1,271,480				36,687				96,707				4,928,858
James C. Ryan		2017			646,070				-				775,288				377,846				84,153				67,135				1,950,492
Executive Vice President		2016			561,800				716,130				674,154				-				33,689				65,214				2,050,987
and Chief Financial Officer		2015			530,000				373,965				530,014				373,965				66,604				23,572				1,898,120
Kevin P. Latek		2017			679,778				-				897,312				556,584				16,177				35,324				2,185,175
Executive Vice President		2016			617,980				870,014				815,737				-				6,786				38,394				2,348,911
and Chief Legal and Development Officer		2015			583,000				452,497				641,305				452,497				20,302				16,391				2,165,992

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(1)

Each of the NEOs contributed a portion of his salary to our Capital Accumulation Plan. The disclosed salary amounts are before the NEOs’ contributions.

(2)

Grant date fair value of awards of restricted shares made in the year indicated, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 (Stock Compensation). See note 6 to the Company’s consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2017 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718. For the years ended December 31, 2016 and 2015, includes the grant date fair value of the additional bonus equity awards for 2015 and 2014 performance, respectively, which awards were granted in January 2016 and 2015, respectively.

(3)

The change in pension value was calculated as the difference between the present value of accumulated benefits at December 31, 2017 and the present value of accumulated benefits at December 31, 2016, adjusted for benefit payments made during the year. The present value of accumulated benefits at December 31, 2017 was calculated using the assumptions that were used for the December 31, 2017 disclosures, which were the RP-2014 total mortality projected using fully generational improvements on the MP 2017 from 2006 and a 3.55% discount rate. The present value of accumulated benefits at December 31, 2017 was calculated using the assumptions that were used for the December 31, 2016 disclosures, which were the RP-2014 sex distinct mortality with generational improvements beginning in 2006 based on the Social Security Administration's assumptions included in the 2016 Trustees' Report with a 4.11% discount rate. See the table in the section entitled Pension Benefits herein for additional information, including the present value assumptions used in this calculation.

(4)

See the All Other Compensation table below for additional information.

The following table describes each component of the amounts in the All Other Compensation column of the Summary Compensation Table for 2017:

Name		Company Contributions to Defined Contribution Plans ($)				Company Paid Insurance Premiums ($)				Directors’ Fees(1) ($)				Total ($)
Hilton H. Howell, Jr.			21,400				20,070				93,000				134,470
James C. Ryan			26,700				40,435				-				67,135
Kevin P. Latek			16,100				19,224				-				35,324

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(1)

Represents fees paid for serving as a member of our board of directors. See the Director Compensation table for additional information.

Grants of Plan-Based Awards in 2017

The table below sets forth information about plan-based awards granted to the named executive officers during 2017.

																												All Other				All Other
																												Stock				Option								Grant
																												Awards:				Awards:				Exercise				Date Fair
				Estimated Possible Payouts												Estimated Future Payouts												Number				Number of				or Base				Value of
				Under Non-Equity												Under Equity Incentive												of Shares				Securities				Price of				Stock and
				Incentive Plan Awards (1)												Plan Awards												of Stock				Underlying				Option				Option
		Grant		Threshold				Target				Maximum				Threshold				Target				Maximum				or Units(2)				Options				Awards				Awards(3)
Name		Date		($)				($)				($)				($)				($)				($)				(#)				(#)				($/Sh)				($)
Hilton H. Howell, Jr.		1/18/2017			-				-				-				-				-				-				198,220				-				-				2,101,132
					525,283				1,050,566				1,575,849				-				-				-				-				-				-				-
James C. Ryan		1/18/2017			-				-				-				-				-				-				74,547				-				-				775,288
					161,518				323,035				484,553				-				-				-				-				-				-				-
Kevin P. Latek		1/18/2017			-				-				-				-				-				-				86,280				-				-				897,312
					237,922				475,845				713,767				-				-				-				-				-				-				-

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(1)

For information on actual payouts under non-equity incentive plan awards for 2017 performance, see the column titled Non-equity Incentive Plan Compensation in the Summary Compensation Table above.

	(2)	In 2017, the stock awards granted to Mr. Howell were in our Class A common stock and the stock awards granted to Mr. Ryan and Mr. Latek were in our common stock.
	(3)	Grant date fair value of awards computed in accordance with FASB ASC Topic 718.  See note 6 to the Company's consolidated financial statements in its annual report on Form 10-K for the year ended December 31, 2017 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718.

Outstanding Equity Awards at December 31, 2017

The following table provides information on the stock options and restricted stock awards held by the NEOs at December 31, 2017. The market value of the stock awards is based on the closing market price of our common stock and Class A common stock of $16.75 and $14.35, respectively, as of December 29, 2017.

Name		Number of Securities Underlying Unexercised Options Exercisable (#)(1)			Number of Securities Underlying Unexercised Options Unexercisable (#)(1)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1)			Option Exercise Price ($)			Option Expiration Date			Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Hilton H. Howell, Jr.		153,062			-			-			1.99			4/1/2021			-			-			-			-
		-			-			-			-			-			361,178	(2)		5,182,904			-			-
James C. Ryan		57,398			-			-			1.99			4/1/2021			-			-			-			-
		-			-			-			-			-			126,321	(3)		2,115,877			-			-
Kevin P. Latek		64,286			-			-			1.99			4/1/2021			-			-			-			-
		-			-			-			-			-			152,711	(4)		2,498,874			-			-

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(1)

All outstanding stock options at December 31, 2017 are for shares of common stock. As of December 31, 2017, these awards are fully vested.

(2)

Includes: 173,472 restricted shares of Class A common stock that vested on January 31, 2018; 121,632 restricted shares of Class A common stock that will vest on January 31, 2019; and 66,074 restricted shares of Class A common stock that will vest on January 31, 2020.

(3)

Includes: 59,337 restricted shares of common stock that vested on January 31, 2018; 42,135 restricted shares of common stock that will vest on January 31, 2019; and 24,849 restricted shares of common stock that will vest on January 31, 2020.

(4)

Includes: 49,676 restricted shares of common stock that vested on January 31, 2018; 24,598 restricted shares of Class A common stock that vested on January 31, 2018; 49,677 restricted shares of common stock that will vest on January 31, 2019; and 28,760 restricted shares of common stock that will vest on January 31, 2020.

Option Exercises and Stock Vested in 2017

The following table provides information on the number of shares of stock vested in 2017 and the value realized by each NEO before payment of any applicable withholding tax.

				Option Awards								Stock Awards
Name		Class of Stock		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(1) ($)
Hilton H. Howell, Jr.		Common			-				-				-				-
		Class A Common			-				-				150,991				1,637,780
James C. Ryan		Common			-				-				48,637				550,880
		Class A Common			-				-				-				-
Kevin P. Latek		Common			-				-				38,037				419,921
		Class A Common			-				-				24,600				274,290

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(1)

Calculated by multiplying the gross number of shares acquired by the market value of the shares as of the relevant vesting date.

Pension Benefits

Messrs. Howell, Ryan and Latek participate in the Retirement Plan. The Retirement Plan, which is intended to be tax qualified, is available to certain of our employees and the employees of all of our subsidiaries that have been designated as participating companies under the plan. As described above, the Company froze the Retirement Plan effective July 1, 2015.

A participating employee who retires on or after attaining age 65 and who has completed five years of service upon retirement may be eligible to receive during his or her lifetime, in the form of monthly payments, an annual pension equal to (i) 22% of the employee’s average earnings for the highest five consecutive years during the employee’s final ten years of employment multiplied by a factor, the numerator of which is the employee’s years of service credited under the plan before 1994 and the denominator of which is the greater of 25 or the years of service credited under the plan, plus (ii) 0.9% of the employee’s monthly average earnings for the highest five consecutive years in the employee’s final ten years of employment added to 0.6% of monthly average earnings in excess of Social Security covered compensation, multiplied by the employee’s years of service credited under the plan after 1993, with a maximum of 25 years minus years of service credited under (i) above. For participants as of December 31, 1993, there is a minimum benefit equal to the projected benefit under (i) at that time.

 

In addition, under the Retirement Plan, Mr. Ryan wouldis eligible to receive retirement benefits that would have been paid by Gray under a pension plan with Mr. Ryan’sRyan’s former employer, Busse Broadcasting Corporation (the “Busse Pension Plan”), which benefitplan was merged into the Retirement Plan. Benefit amounts thereunder have been frozen since September 1997. The Company acquired Busse Broadcasting Corporation in July 1998 and the Busse Pension Plan was assumed in that transaction.

 

Our NEOs did not receive any pension benefit payments in 2015.2017. The following table shows the years of credited service and the present value of accumulated benefits as of December 31, 20152017 for the NEOs:

 

Name		Number of Years Credited Service(1) (#)			Plan Name		Present Value of Accumulated Benefit(2) ($)				Number of Years Credited Service(1) (#)			Plan Name		Present Value of Accumulated Benefit(2) ($)
Hilton H. Howell, Jr.			13		Gray Television, Inc. Retirement Plan			328,733				13		Gray Television, Inc. Retirement Plan			405,623
James C. Ryan			17		Gray Television, Inc. Retirement Plan			461,108				17		Gray Television, Inc. Retirement Plan			698,129	(3)
			9		Busse Pension Plan			134,000
Kevin P. Latek			4		Gray Television, Inc. Retirement Plan			72,310				4		Gray Television, Inc. Retirement Plan			95,273

_____________

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(1)

Computed as of the same measurement date as used for 20152017 financial statement reporting purposes.

(2)

The Change in Pension Value was calculated as the difference between the Present Value of Accumulated Benefits at December 31, 2017 and the Present Value of Accumulated Benefits at December 31, 2016, adjusted for benefit payments made during the year. The Present Value of Accumulated BenefitBenefits at December 31, 2017 was calculated using the assumptions that were used for 2015 financial statement reporting purposes,the December 31, 2017 disclosures, which were the RP-2014 total mortality tables,table projected using fully generational improvements based on MP 2017 from 2006 and a 3.55% discount rate. The Present Value of Accumulated Benefits at December 31, 2016 was calculated using the assumptions that were used for the December 31, 2016 disclosures, which were the RP-2014 sex distinct mortality with mortalitygenerational improvements beginning in 2006 based on the Social Security improvementAdministration's assumptions separately for males and females,included in the 2017 Trustees' Report and a 4.31% interest4.11% discount rate. Other significant assumptions relate to inflation, retirement and mortality rates. Our inflation assumption is based on an evaluation of external market indicators. Retirement rates are based on actual plan experience and mortality rates are based on the RP-2014 Motility Table and the MP-2017 mortality improvement scale published by the Society of Actuaries.

 

(3)

Includes the present value of accumulated benefits that would have been paid by Gray under a pension plan with Mr. Ryan’s former employer, which plan was merged into the Retirement Plan on December 31, 2017.

 

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Potential Payments upon Termination or Change in Control

 

Our NEOs do not have employment agreements or agreements with us that provide severance in the event of a change in control, except to the extent that the 2007 Long Term Incentive Plan, the Pension Plan, the Capital Accumulation Plan and the Busse Pension Plan contain such provisions that are applicable to all participants. The information below describes and quantifies certain compensation that would become payable under existing plans, policies and arrangements if the employment of each NEO had terminated (by virtue of involuntary termination, death, disability, voluntary termination or change of control) on December 31, 2015,2017, given the NEO’s compensation and service levels as of such date and, if applicable, based on our closing stock price on December 31, 2015.29, 2017. These benefits include benefits available generally to salaried employees, such as distributions under the Pension Plan, Busse PensionRetirement Plan, Capital Accumulation Plan, disability benefits, life insurance and accrued vacation pay.

 

For the purposes of this discussion, “disability” generally means total disability, resulting in the individual being unable to perform his job and “change of control” means any of the following: (1) any person becoming the beneficial owner of 45% or more of the combined voting power of our then outstanding shares; (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reasonfollowing, subject to constitute at least a majority thereof, unless the election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (3) there is consummated any consolidation or acquisition in which we are not the continuing or surviving corporation or pursuant to which shares of our common stock are converted into cash, securities or other property; (4) there is consummated any consolidation or acquisition of us, in which we are the continuing corporation, in which the holders of our common stock immediately prior to the acquisition do not own 51% percent or more of the stock of the surviving corporation immediately after the acquisition; (5) there is consummated any sale, lease, exchange or other transfer of substantially all our assets; or (6) certain exceptions:

(1)

any person becoming the beneficial owner of 50% or more of the combined voting power of our then outstanding shares;

(2)

during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of such new directors was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period;

(3)

there is consummated any consolidation or acquisition in which we are not the continuing or surviving corporation or pursuant to which shares of our common stock are converted into cash, securities or other property;

(4)

there is consummated any consolidation or acquisition of us, in which we are the continuing corporation, and the holders of our common stock immediately prior to the acquisition do not own 51% or more of the stock of the surviving corporation immediately after the acquisition or there is consummated a sale, lease, exchange or other transfer of substantially all our assets;

(5)

there is consummated any sale, lease, exchange or other transfer of substantially all our assets; or

(6)

our shareholders approve any plan or proposal for our liquidation or dissolution.

Change in Control Plan

On August 7, 2017, the Board approved the Gray Television, Inc. Executive and Key Employee Change in Control Severance Plan (the “Change in Control Plan”). Participants in the Change in Control Plan are generally selected by the Compensation Committee and currently include our NEOs and certain other key employees.

Under the Change in Control Plan, a participant who, in connection with a change in control of the Company or within 24 months following a change in control, is involuntarily terminated without cause or voluntarily terminates his or her employment for good reason (a “qualifying termination”), would receive:

(1)

any unpaid base salary and payment for unused vacation under the Company’s vacation policy through the date of termination;

(2)

a payment equal to the participant’s target annual cash incentive opportunity for the year in which the termination occurred, pro-rated through the date of termination of such year; and

(3)

a lump sum cash severance payment equal to a multiple (the “severance multiplier”) of the sum of the participant’s annual base salary on the termination date (or any higher annual base salary that was in effect during the 9-month period immediately prior to the change in control) and the participant’s target annual cash incentive opportunity in effect immediately prior to the change in control. The severance multiplier is 3.0 for Mr. Howell and 2.0 for Messrs. Ryan and Latek.

In addition to the foregoing, equity awards of a participant will immediately vest and become exercisable upon a qualifying termination, with performance-based equity award generally vesting at the target level, if applicable. If the participant elects to continue group health care coverage under COBRA, the participant will also be reimbursed for the portion of the premiums that the Company would have paid if the participant had continued to be an employee of the Company for a period of years equal to the participant’s severance multiplier, or earlier in certain circumstances.

Any payment under the Change in Control Plan will be in lieu of any other severance or termination payment that may be due or become payable to a participant. In addition, the Change in Control Plan provides that in the event that the severance and other benefits provided for in the Change in Control Plan would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, the benefits under the Change in Control Plan will be either delivered in full, or delivered to a lesser extent which would result in no portion of the benefits being subject to such excise tax, whichever is more beneficial to the participant. The Change in Control Plan does not provide excise tax gross-ups on payments to participants. Payments under the Change in Control Plan are contingent upon a participant’s execution of a release of claims in favor of the Company and compliance by the terminated participant with the non-solicitation, non-competition and confidentiality covenants in the Change in Control Plan.

Treatment of Equity Under 2007 Long-Term Incentive Plan

 

The 2007 Long Term Incentive Plan provides that if a NEO’san NEO’s termination of employment occurs as a result of death or disability, incentive stock options issued under the 2007 Long Term Incentive Plan will be exercisable for 12 months after such termination. If the NEO dies within 12 months of termination by reason of disability, then the period of exercise following death will be the remainder of the 12-month period or three months, whichever is longer. If the NEO dies within 3 months after termination for any other reason, the period of exercise is three months. However, inIn no event, however, shall the incentive stock option be exercised more than ten years after its grant.

 

The 2007 Long Term Incentive Plan provides that if a NEO’san NEO’s termination of employment occurs as a result of death, retirement or disability, nonqualified stock options issued under the 2007 Long Term Incentive Plan have will terminate 12 months after such termination; provided, however, if the NEO dies within 12 months after termination of employment by retirement or disability, the period of exercise shall be three months after date of death. As with the incentive stock options discussed above, in no event shall the nonqualified option be exercised more than 10 years after its grant.

The 2007 Long Term Incentive Plan provides that the committee administering the 2007 Long Term Incentive Plan has the authority to make adjustments to the awards granted under the 2007 Long Term Incentive Plan upon a change in control, including, without limitation, the substitution of new awards, or the adjustment of outstanding awards, or the termination of outstanding awards, the acceleration of awards, the removal of restrictions on outstanding awards, or the termination of outstanding awards in exchange for the cash value determined in good faith by the committee of the vested and/or unvested portion of the award.

 

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed, actual amounts paid or distributed may be different than as disclosed. Factors that could affect these amounts include the timing during the year of any such event or our stock price.

 

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The following table sets forth the amounts that would be owed by Gray to our NEOs if they were terminated as a result of involuntary termination, death, disability, voluntary termination, or there was a change of control (followed by an involuntary termination), on December 31, 2015:2017:

 

Name		Involuntary Termination(1)(2) ($)				Death(1)(3) ($)				Disability(1)(4) ($)				Voluntary Termination(1)(2) ($)				Change of Control(1)(5) ($)				Involuntary Termination(1)(2) ($)				Death(1)(3) ($)				Disability(1)(4) ($)				Voluntary Termination(1)(2) ($)				Change of Control(1)(5) ($)
Hilton H. Howell, Jr.			438,188				5,254,303				7,117,007				438,188				4,415,856				526,019				6,517,512				7,929,416				526,019				5,708,923
James C. Ryan			676,434				4,028,924				4,619,584				676,434				2,278,105				822,680				4,606,336				4,799,379				822,680				2,938,557
Kevin P. Latek			119,838				2,957,649				5,682,644				119,838				979,959				142,486				4,597,878				6,863,387				142,486				2,641,360

_____________

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(1)

Gray does not have a formal severance policy for its NEOs. At the time of a separation from service for any reason, the Board may use discretion to determine each executive’s severance payment, if any. The amounts reported above reflect any accrued and unpaid benefits payable to the executive officer in addition to payments identified in plan documents and insurance policies.

(2)

Includes each NEO’s accrued and unpaid vacation payable upon termination and the present value of accumulated benefits from their pension plan(s)plan as determined by the plan’s actuary.

(3)

Includes each NEO’s accrued and unpaid vacation payable upon termination, the death benefit under their respective basic and supplemental life insurance coverage, the present value of the accumulated benefits from their pension plan(s)plan as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options. The life insurance benefit reflects the payment of the death benefit by the insurance company for which Gray has been paying premiums on behalf of the NEO.

(4)

Includes each NEO’s accrued and unpaid vacation payable upon termination, the amount of long-term disability payments, the present value of accumulated benefits from their respective pension plan(s)plan as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options. NEOs are entitled to monthly long-term disability payments from the time of disability through age 65.

(5)

Includes each NEO’s accrued and unpaid vacation payable upon termination, the present value of accumulated benefits from their respective pension plan(s) as determined by the plan’s actuary, and accelerated vesting of 100% of their respective unvested restricted stock awards and stock options.

 

CEO Pay Ratio

For the 2017 fiscal year, the ratio of the annual total compensation of Mr. Howell, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 115 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2017 (the “Determination Date”).

CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Howell under “Summary Compensation Table” for the 2017 fiscal year. For purposes of this disclosure, Median Annual Compensation was $39,729, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2017 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K.

To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 3,938 employees, representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date. This number does not include any independent contractors or “leased” workers, as permitted by the applicable SEC rules. We then measured compensation for the period beginning on January 1, 2017 and ending on December 31, 2017 for these employees. This compensation measurement was calculated by totaling, for each employee, gross taxable earnings, including salary, wages, tips and other compensation as shown in our payroll and human resources records for 2017. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals.

Director Compensation

 

The current compensation and benefit program for directors is designed to appropriately compensate directors for time and effort required to be an effective director of a company of our size and scope; to align directors’directors’ interests with the long-term interests of shareholders; and to be simple, transparent and easy for shareholders to understand. Our directors’ compensation for 20152017 included the following cash compensation elements:

 

Description		Amount ($)
Chairman of the Board’sBoard’s annual retainer fee		65,000	65,000
Lead Independent Director’sDirector’s annual retainer fee(1)fee		60,000	60,000
Director annual retainer fee		55,000	55,000
Chairman of the Board fee per board meeting		4,000	4,000
Director fee per Board meeting		3,000	3,000
Audit Committee and Compensation Committee chairmanChairman fee per committee meeting		4,000	4,000
Audit Committee and Compensation Committee member fee per committee meeting			3,500
Other Committee chairman fee per committee meeting			4,000
Other Committee member fee per committee meeting			3,500

_____________

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(1)     Beginning in April 2016.

 

Directors are generally paid the above fee arrangement for participation in person or by telephone in any meeting of the Board or any committee thereof. In addition, the members of our Board are reimbursed for reasonable travel expenses incurred by them during the execution of their duties as members of our Board and any committees.

 

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The Company has also adopted stock ownership guidelines to align director and shareholder interests, which require directors to directly own minimum amounts of the Company’s stock. The guidelines require the directors to beneficially own a number of shares of Gray Television stock that, when multiplied by stock price on the measurement date, produces an amount equal to or greater than three times the annual retainer fee noted above. Directors have five years to comply with these guidelines and the holdings of each director are currently either at the guideline or on track to meet it.

 

In addition, our equity incentive plans provide the flexibility for us to grant our directors equity-based awards, including stock options and shares of restricted stock. In 2015,2017, we granted each of our non-employee directors, who were members of the Board at the time of the 2017 Annual Meeting, shares of restricted stock valued at approximately $100,000.$110,000.

 

The following table presents the compensation paid to our non-employee directors in 2015.2017. Mr. Howell, our President, Chief Executive Officer and Chairman, is our only current employee director. For information on the compensation paid to Mr. Howell for his service in all positions with the Company, including as a director, see theSummary Compensation Table:Table.

 

Name(1)		Fees Earned or Paid in Cash(2) ($)				Stock Awards(3) ($)				Total ($)				Fees Earned or Paid in Cash(2) ($)				Stock Awards(3) ($)				Total ($)
Richard L. Boger			110,000				100,005				210,005				130,000				110,000				240,000
T. L. Elder			90,000				100,005				190,005				90,000				110,000				200,000
Luis A. Garcia															126,000				110,000				236,000
Richard B. Hare															105,000				110,000				215,000
Robin R. Howell			76,000				100,005				176,005				76,000				110,000				186,000
Elizabeth R. Neuhoff			34,917				–				34,917				76,000				110,000				186,000
Howell W. Newton			102,500				100,005				202,505				132,000				110,000				242,000
Hugh E. Norton			93,500				100,005				193,505				108,000				110,000				218,000
Harriett J. Robinson			76,000				100,005				176,005
William E. Mayher, III(4)			132,500				100,005				232,505
Harriett J. Robinson(4)															36,500				-				36,500

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(1)

As of(1)

Each non-employee director at December 31, 2015, with the exception of Ms. Neuhoff, each non-employee director2017, held 8,3139,607 restricted shares of our Class A common stock. stock as of such date.

(2)

Represents cash compensation earned in 20152017 for Board and committee service.

(3)

Grant date fair value of award of restricted shares, computed in accordance with FASB ASC Topic 718. See note 6 to the Company’sCompany��s consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 20152017 for a description of the assumptions made in the valuation of stock awards under FASB ASC Topic 718.

(4)

Dr. Mayher served as Chairman ofMrs. Robinson retired from the Board until he passed away in January 2016.at the Company’s 2017 Annual Meeting of Shareholders.

 

REPORT OF COMPENSATION COMMITTEE

 

The following Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Gray under the Securities Act of 1933, or the Exchange Act, except to the extent Gray specifically incorporates this Report by reference therein.

 

The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis contained in this proxy statement with management and, based on such review and discussion, the Compensation Committee has recommended to the Board that theCompensation Discussion and Analysis be included herein and in Gray’sGray’s Annual Report on Form 10-K for the year ended December 31, 2015.2017.

 

Submitted by the Compensation Committee of the Board.
Richard L. Boger, Chairman
Hugh E. Norton

 

Richard L. Boger, Chairman
Luis A. Garcia
Howell W. Newton
Hugh E. Norton

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

Messrs. Boger (Chairman), Garcia, Newton and Norton are the current members of the Compensation Committee. Dr. Mayher was a member of the Compensation Committee until he passed away in January 2016. No member of the Compensation Committee was an employee or officer of Gray or any of its subsidiaries during 20152017 or was formerly an officer of Gray or any of its subsidiaries. No compensation committee interlocks existed during 2015.2017.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

On January 1, 2015, the Company began leasing space for its principal offices from Delta Life Insurance Co. (“Delta Life”). Delta Life is controlled by Harriett J. Robinson, a membergreater than 5% shareholder of our Boardthe Company, the mother-in-law of Directors.Mr. Howell and mother of Mrs. Howell. In addition, Mr. and Mrs. Howell are officers, directors and/or shareholders in Delta Life. Under the terms of the lease, the Company pays annual rent of approximately $0.1$0.2 million, plus a pro rata share of all real estate taxes, general maintenance and service expenses and insurance costs with respect to the office building and related facilities. The lease does not have a set termination date, but is terminable with 12-month12 month’s advance notice by either party. The terms of the lease are believed by management of the Company to be no less favorable than terms that could be obtained by the Company from unrelated parties for comparable rental property.

 

Elizabeth R. NeuhoffDuring 2017, the Company paid Bankers Fidelity Life Insurance Company (“Bankers”) approximately $0.8 million in premiums related to an accident insurance plan available to all Company employees. Bankers is a subsidiary of Atlantic American Corporation, which is a greater than 5% shareholder of the Company. Mrs. Robinson is the Presidentmajority shareholder of Atlantic American and Chief Executive OfficerMr. Howell is the chairman, president and chief executive officer of Neuhoff Communications. She joined the Company’s Board of Directors on July 31, 2015. Previously, on July 1, 2015, the Company had acquired two television stations from Neuhoff Corp., an affiliate of Neuhoff Communications, for $17.5 million pursuant to an asset purchase agreement negotiated at arms’ length between such company and Gray and executed in March 2015. On February 16, 2016, and as part of Gray’s acquisition of all of the television and radio stations of Schurz Communications, Inc. (“Schurz”), Gray divested certain radio stations owned by Schurz to Neuhoff Communications in exchange for $8.0 million. The radio station divestiture to Neuhoff Communications occurred as a result of its submission of the superior bid in a competitive auction conducted for those assets at arms’ length by an independent investment bank among multiple radio broadcasters.Atlantic American.

 

SECTION 16(a)16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act requires the directors, executive officers and persons who own more than ten percent10.0% of a registered class of a company’scompany’s equity securities to file with the SEC initial reports of ownership (Form 3) and reports of changes in ownership (Forms 4 and 5) of such class of equity securities. Such officers, directors and greater than ten percent10.0% shareholders of a company are required by SEC regulations to furnish the company with copies of all such Section 16(a) reports that they file.

 

To our knowledge, based solely on our review of the copies of such reports filed with the SEC during the year ended December 31, 20152017 all Section 16(a) filing requirements applicable to our officers, directors and ten percent10.0% beneficial owners were met, except for a single filing, relating to a single transaction, for each of Messrs. Newton, Norton, Elder and Boger; a single filing, relating to more than one transaction, for each of Messrs. Howell, Ryan and Latek and Ms. Howell; and the Form 3 filing for Ms. Neuhoff, each of which was filed late due to inadvertent administrative oversights.met.

 

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REPORT OF AUDIT COMMITTEE

 

The following Report of the Audit Committee, together with references in this proxy statement to the independence of the Audit Committee members and the Audit Committee charter, does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by Gray under the Securities Act of 1933 or the Exchange Act, except to the extent Gray specifically incorporates this Report by reference therein.

 

Management has primary responsibility for Gray’sGray’s financial statements and the overall reporting process, including Gray’s system of internal controls. RSM US LLP, the Company’s independent registered public accounting firm, audits the annual consolidated financial statements prepared by management and expresses an opinion on whether those statements fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed the Company’s audited consolidated financial statements for the year ended December 31, 20152017 and discussed them with both management and RSM US LLP.

 

Management is responsible for establishing, assessing and reporting on Gray’sGray’s system of internal control over financial reporting. RSM US LLP is responsible for performing an independent audit of Gray’s internal control over financial reporting and for issuing a report thereon. The Audit Committee is responsible for the monitoring and oversight of this process. In connection with these responsibilities, the Audit Committee met with management and RSM US LLP to review and discuss the effectiveness of Gray’s internal controls over financial reporting.

 

The Audit Committee has also discussed with RSM US LLP the matters required to be discussed by generally accepted auditing standards, including those described in Auditing Standard No. 16,Communication with Audit Committees,, as amended, issued by the Public Company Accounting Oversight Board.

 

The Audit Committee has received and reviewed the written disclosures and the letter from RSM US LLP consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning independence and has discussed and confirmed with RSM US LLP its independence with respect to Gray. In addition, the Audit Committee has considered whether the provision of the non-audit services provided by RSM US LLP is compatible with maintaining that independence.

 

Based upon this review, the Audit Committee recommended to the full Board that the Company’sCompany’s audited consolidated financial statements be included in Gray’s Annual Report on Form 10-K for the year ended December 31, 20152017 and filed with the SEC.

 

Submitted by the Audit Committee of the Board. Howell W. Newton, Chairman Richard L. Boger T. L. Elder Richard B. Hare
Howell W. Newton, Chairman
Richard L. Boger
T. L. Elder

 

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OTHER MATTERS

 

Our Board knows of no other matters to be brought before the 20162018 Annual Meeting. However, if any other matters are properly brought before the 20162018 Annual Meeting, it is the intention of the named proxies in the accompanying proxy to vote in accordance with their judgment on such matters.

 

SHAREHOLDER PROPOSALS FOR INCLUSION
IN NEXT YEAR’S PROXY STATEMENT

 

Proposals of shareholders intended to be presented at our 20172019 Annual Meeting of Shareholders must be received at our principal executive offices by December 28, 2016November 27, 2018 in order to be eligible for inclusion in our proxy statement and form of proxy for that meeting.

 

OTHER SHAREHOLDER PROPOSALS FOR PRESENTATION
AT NEXT YEAR’S ANNUAL MEETING

 

For any proposal that is not submitted for inclusion in next year’syear’s proxy statement, but is instead sought to be presented directly at the 20172019 Annual Meeting of Shareholders, management will be able to vote proxies in its discretion if we: (1) receive notice of the proposal before the close of business on March 13, 2017February 10, 2019 and advise shareholders in the 20172019 proxy statement about the nature of the matter and how management intends to vote on such matter; or (2) receive notice of the proposal after the close of business on March 13, 2017.February 10, 2019. Notices of intention to present proposals at the 20172019 Annual Meeting of Shareholders should be addressed to Gray Television, Inc., Attention: Kevin Latek, Corporate Secretary, Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319.

 

AVAILABILITY OF FORM 10-K

 

Our Annual Report on Form 10-K10-K is available online at www.gray.tv in the Investor Relations section under the heading SEC Filings. We will provide to any shareholder, without charge, upon written request, a copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2017, as filed with the SEC. Such requests should be addressed to Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, Attention: Investor Relations.

HOUSEHOLDING

 

HOUSEHOLDING

As permitted under the Exchange Act, to the extent shareholders receive a hard copy of the proxy statement by mail, only one copy of this proxy statement is being delivered to shareholders residing at the same address, unless such shareholders have notified us of their desire to receive multiple copies of this proxy statement. We will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Gray Television, Inc., 4370 Peachtree Road, N.E., Atlanta, Georgia 30319, Attention: Investor Relations, telephone (404) 504-9828. Shareholders residing at the same address and currently receiving only one copy of the proxy statement may contact Investor Relations at the address above to request multiple copies of the proxy statement in the future. Shareholders residing at the same address and currently receiving multiple copies of the proxy statement may contact Investor Relations at the address above to request that only a single copy of the proxy statement by mailed to them in the future.

Exhibit A

form of ARTICLES OF AMENDMENT to 

the restated articles of INCORPORATION of

gray television, inc.

The name of the corporation is Gray Television, Inc. (the “Corporation”).

The first sentence of Article 4 of the Restated Articles of Incorporation of the Corporation is hereby deleted in its entirety and replaced by the following:

“The total number of shares of all classes which the Corporation shall have authority to issue is 245,000,000 shares, consisting of 25,000,000 shares of Class A Common Stock, no par value per share (“Class A Common Stock”); 200,000,000 shares of Common Stock, no par value per share (“Common Stock”); and 20,000,000 shares of Preferred Stock (“Preferred Stock”).”

The amendment was duly adopted and approved in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code on [●], 2018 by the shareholders of the Corporation, upon recommendation of the Board of Directors of the Corporation.

FOURTH:      The foregoing amendment shall be effective upon filing with the Secretary of State of the State of Georgia.

IN WITNESS WHEREOF, the Company has caused these Articles of Amendment to be signed by its duly authorized officer, this [•] day of [●], 2018.

 

 

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	By:
	Name: Title:

 

 

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