EXHIBIT 3.1
CONFORMED COPY TO REFLECT AMENDMENTS MADE THROUGH AUGUST 5, 2022
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
NEXSTAR MEDIA GROUP, INC.
The name of the corporation is Nexstar Media Group, Inc. (hereinafter called the “Corporation”).
The address of the Corporation’s registered office is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the state of Delaware. The name of its registered agent at such address is Corporation Service Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”). The Corporation is to have perpetual existence.
The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of Preferred Stock or Common Stock voting separately as a class shall be required therefor. The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in this Certificate of Incorporation are defined in Article XII.
(a) A corporate opportunity offered to any person who is a director or officer of the Corporation, and who is also a director or officer of ABRY, shall belong to the Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation.