UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2023 |
NEXSTAR MEDIA GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 000-50478 | 23-3083125 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
|
|
|
|
|
545 E. John Carpenter Freeway Suite 700 |
| |||
Irving, Texas |
| 75062 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (972) 373-8800 |
Not Applicable |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
Securities registered pursuant to Section 12(b) of the Act:
|
| Trading |
|
|
Common Stock |
| NXST |
| NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03 Material Modification to Rights of Security Holders.
As previously announced, at the 2023 Annual Meeting of Stockholders of Nexstar Media Group, Inc. (the “Company”) on June 15, 2023, the Company’s stockholders approved certain amendments to the Company’s Amended and Restated Certificate of Incorporation to (i) declassify the Company’s Board of Directors, (ii) provide the federal district courts as the sole and exclusive forum for the resolution of any Securities Act complaint unless the Company consents in writing to the selection of an alternative forum, (iii) provide exculpation of certain Company officers from liability in specific circumstances, and (iv) eliminate certain provisions that are no longer effective or applicable (the “Amendments”).
On June 20, 2023, the Company filed the Certificate of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the above Amendments, which became effective immediately upon filing.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 3.03, on June 20, 2023, the Company filed the Certificate of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description |
3.1 | Certificate of Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
| NEXSTAR MEDIA GROUP, INC. |
|
|
|
|
Date: | June 20, 2023 | By: | /s/ Elizabeth Ryder |
|
| Name: | Elizabeth Ryder |
|
| Title: | Secretary |
|
|
|
|
|
|
|
|