UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No.)

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Filed by a Party other than the Registrant ☐

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Nexstar Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

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

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2021

2022 Annual Meeting of Stockholders │ Meeting Notice │ Proxy Statement

proxy

YOUR VOTE IS IMPORTANT

NEXSTAR MEDIA GROUP, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday,Monday, June 9, 202113, 2022

NOTICE IS HEREBY GIVEN that the 2021 Annual MeetingTO THE STOCKHOLDERS OF NEXSTAR MEDIA GROUP, INC.:

The 2022 annual meeting of Stockholdersstockholders (the “Annual Meeting”) of Nexstar Media Group, Inc. (the “Annual Meeting”“Company”) will be held on Wednesday,Monday, June 9, 202113, 2022, at 10:00 a.m., Central Daylight Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted via a live audio webcast.Time, in the building’s conference center, Suite 120, at the Company’s principal executive offices located at 545 E. John Carpenter Freeway, Irving, Texas 75062.

The Annual Meeting will be held for the following purposes:

Nexstar Media Group, Inc. is mailing thisWe are pleased to provide access to our Proxy Statement and the related proxy materials over the internet under the U.S. Securities and Exchange Commission’s “Notice and Access” rules. As a result, we are mailing on or about May 7, 20214, 2022 to itsour stockholders of record as of the close of business on April 26, 2021.25, 2022 a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement and the related proxy materials. Only stockholders of record at that time are entitled to receive notice of or to vote at the Annual Meeting and any adjournment or postponement thereof. The Notice contains instructions on how to access those documents over the Internet and on how to receive our proxy materials in printed form by mail or electronically by email. In addition, the Notice contains instructions on how to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. If you received our proxy materials by mail, the Notice, Proxy Statement, 2021 Annual Report and proxy card were enclosed. Employing this distribution process conserves natural resources and reduces the costs of printing and distributing our proxy materials. A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders for examination by any stockholder who provides proof of ownership on the date of the Annual Meeting during ordinary business hours at 545 E. John Carpenter Freeway, Suite 700, Irving, Texas 75062 and for 10 days prior thereto. To review the list of stockholders

The Company intends to hold its Annual Meeting in the ten days priorperson but is sensitive to the Annual Meeting, please send your request public health and provide proof of ownership by e-mailtravel concerns stockholders may have and the protocols that federal, state and local governments have and may continue to nxst@jcir.com.

impose regarding the COVID-19 pandemic. In the interest of the health and well-being of our stockholders and employees, and in light of the ongoing Coronavirus Disease (COVID-19) pandemic, Nexstar willevent it is not possible or advisable to hold the Annual Meeting of stockholders via a live audio webcast. Details on how to participate are included in person, the proxy statement, which accompanies this notice.

Important Notice Regarding the Availability of Proxy MaterialsCompany will announce alternative arrangements for the virtualmeeting as promptly as practicable, which may include holding the meeting solely by means of a virtual-only platform or adding a webcast component to the in-person meeting. If the Company takes this step, the Company will announce the decision to do so in advance by issuing a press release and filing such press release as definitive additional soliciting material with the Securities and Exchange Commission. The Company will also make this additional soliciting material available at http://www.astproxyportal.com/ast/13194/.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 13, 2022:

The Company’s Proxy Statement for the Annual Meeting, to be held on June 9, 2021:

The Proxy Statement and the Company’s 20202021 Annual Report on Form 10-K and Form of Proxy Card are available at http://www.astproxyportal.com/ast/13194/.

Your vote is very important. Regardless of whether you plan to attend the virtual Annual Meeting, we encourage you to vote as soon as possible by one of three convenient methods to ensure your shares are represented at the Annual Meeting: (1) accessing the internet site listed on the notice of internet availability of proxy materials or proxy card, (2) calling the toll-free number listed on the notice of internet availability of proxy materials or proxy card, or (3) if you requested and received a paper copy of our proxy materials, signing, dating and returning the proxy card you received in the enclosed postage-paid envelope. Any proxy you give will not be used if you attend the Annual Meeting and cast your vote virtually during the meeting.

PROXY STATEMENT TABLE OF CONTENTS

VOTING MATTERS

This Proxy Statement is furnished in connection with the solicitation by and on behalf of the Board of Directors of Nexstar Media Group, Inc., a Delaware corporation (“Nexstar,” the “Company,” “our,” “us,” or “we”), of proxies for use at Nexstar’s Annual Meeting of Stockholders to be held, pursuant to the accompanying Notice of Annual Meeting, on Wednesday,Monday, June 9, 202113, 2022 at 10:00 a.m., Central Daylight Time, and at any adjournment or postponement thereof (the “Annual Meeting”). Actions will be taken at the Annual Meeting to (1) elect directors to serve as Class III directorsI Directors for a term of three years; (2) ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021;2022; (3) advise the Board of Directors on the compensation of our Named Executive Officers; (4) approve an amendment to the Amended and (4)Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (5) transact any other business which may properly come before the Annual Meeting.

Shares of Nexstar common stock, par value $0.01 (“Common Stock”), represented by a properly executed proxy that are received by Nexstar prior to the Annual Meeting, will, unless revoked, be voted as directed in the proxy. If a proxy is signed and returned, but does not specify how the shares represented by the proxy are to be voted, the proxy will be voted (i) FOR the election of the nominees named therein; (ii) FOR PricewaterhouseCoopers LLP as Nexstar’s independent registered public accounting firm in 2021;2022; (iii) FOR the approval, by non-binding vote, of executive compensation; (iv) FOR the approval of an amendment to the Amended and (iv)Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, and (v) in such manner as the persons named in your proxy card shall decide on any other matters that may properly come before the Annual Meeting.

ThisThe Notice containing instructions on how to access this Proxy Statement the accompanying notice and the enclosedrelated proxy cardmaterials and how to vote are first being mailed to stockholders on or about May 7, 2021.4, 2022.

Voting Securities

Stockholders of record as of the close of business day on April 26, 202125, 2022 may vote at the Annual Meeting. On that date, there were 42,848,80940,430,561 shares of the Company’s Class A common stock (“Class A Common StockStock”) outstanding and no shares of Class B Common Stock, Class C Common Stock or Preferred Stock outstanding. The holders of Class A Common Stock are entitled to one vote per share and the holders of Class B Common Stock, of which there are none, are entitled to 10 votes per share. Holders of our Class C Common Stock and Preferred Stock, of which there are none, have no voting rights. Under the Company’s By-laws,Amended and Restated Bylaws, adopted as of January 30, 2020 (the “bylaws”), the holders of a majority of the voting power of the outstanding shares of commoncapital stock entitled to vote at the Annual Meeting, present in person or represented virtually or by proxy, constitute a quorum. There is no cumulative voting. Abstentions, withhold votes and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on the ratification of PricewaterhouseCoopers LLP even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, and the approval of executive compensation and the approval of an amendment to the Company’s amended certificate of incorporation without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

Attending the 2021 Virtual Annual Meeting

To be admitted to the 2021 virtual Annual Meeting, stockholders of record must use the following link: https://web.lumiagm.com/216457180. Stockholders may log into this virtual meeting platform beginning at 9:30 a.m., Central Daylight Time, on June 9, 2021 using the password nexstar2021. The annual meeting will begin promptly at 10:00 a.m., Central Daylight Time.

A stockholder who wishes to vote and/or submit questions at the virtual Annual Meeting must also enter a control number upon logging in the platform. If the stockholder holds the shares with American Stock Transfer & Trust Company, LLC (“AST”), the control number is in the proxy card. If the stockholder holds the shares in street name through an intermediary, such as bank, broker or other nominee, the stockholder must follow the instructions provided by the bank, broker or other nominee in obtaining a control number from AST. The control number to be provided by AST is a different number than what is shown on the voting instruction form. Before obtaining a control number from AST, the stockholder must first obtain proof of “legal proxy” from the stockholder’s bank, broker or nominee. Obtaining a “legal proxy” may take several days and stockholders are advised to request this document as far in advance as possible. Once the legal proxy is obtained, the stockholders’ bank, broker or other nominee must submit the control number request to AST via e-mail to proxy@astfinancial.com and also provide the legal proxy.

Voting Matters

If the stockholder holds the shares with AST, and cannot locate the control number, the stockholder must contact AST’s customer services department at 1-800-937-5449 for domestic callers and 1-718-921-8300 for international callers to obtain the control number at least 48 hours in advance of the meeting date and start time.

We have designed the virtual format of the Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we will answer questions submitted during the meeting that are pertinent to the meeting, as time permits, and in accordance with our Annual Meeting Guidelines and Agenda. On the day of and during the meeting, you can view our Annual Meeting Guidelines and Agenda and submit questions by accessing the platform discussed above.

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

The following information can be found at http://www.astproxyportal.com/ast/13194/:

Voting Instructions

Stockholders of record may vote:

Each proxy that is properly received by Nexstar prior to the Annual Meeting will, unless validly revoked, be voted in accordance with the instruction given on such proxy. If a stockholder voted by signing and returning the proxy card via mail and no instructions are indicated, the shares represented by such proxy will be voted according to the recommendations of the Board of Directors.

If aAny stockholder wishes to vote on the day of and during the 2021 virtual Annual Meeting, the stockholder must log in the platform with a control number. Refer to “Attending the 2021 Virtual Annual Meeting” above for more instructions to log in on the virtual Annual Meeting and obtaining a control number. To cast a vote duringrecord attending the Annual Meeting followmay vote in person, whether or not a proxy has been previously given, but the instructions onmere presence of a stockholder at the platform for completing an online ballot and submit the completed ballot along withAnnual Meeting will not constitute revocation of a copypreviously given proxy. In addition, stockholders whose shares of yourCommon Stock are not registered in their own name, including shares held in a brokerage account, will need to obtain a legal proxy via email.from the record holder of such shares to vote in person at the Annual Meeting.

You may revoke your proxy and change your vote by:

Voting Matters

Votes Necessary to Approve Proposals

In an uncontested election, each director shall be elected by a majority of the votes cast, and stockholders may cast their votes may be cast in favor of (i) “for” the nominee, (ii) “against” the nominee or withheld.(iii) abstain. A majority means that the number of shares voted in favor of “for” a nominee’snominee’s election must exceed the number of votes cast “against” that nominee’s election. Votes for and against a nominee’s election will count in the tabulations of votes cast on that nominee’s election. Withhold votesAbstentions and broker non-votes will not count on the tabulations of votes cast on a nominee’s election, will not be counted as a vote cast either “for” or “against” a nominee election and will therefore not affect the outcome of such vote because withhold votes and broker non-votes are not treated as votes cast..

In a contested election under our bylaws where the number of nominees for director exceeds the number of directors to be elected as of a date that is 14 days in advance of the date that the Company files its definitive proxy statement, each director shall be elected by a plurality of the votes cast, and votes may be cast in favor of the nominee or withheld. A plurality means that the nominee receiving the most votes for election to a director position is elected to that position. Withhold votes and broker non-votes will not affect the outcome of such vote, because withhold votes and broker non-votes are not treated as votes cast.cast on a nominee’s election.

This election is uncontested.

The ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the votes castvoting power of the shares of stock present in person or represented by proxy at the meeting.meeting and voting thereon. Votes may be cast for or against such ratification. Stockholders may also abstain from voting. AbstentionsVotes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes are notproposal. Abstentions will be counted as votes cast on this proposal and will have the same effect as votes “against” this proposal. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on this proposal even if the broker does not receive voting instructions from you, and therefore no effect on the voting results.broker non-votes are expected in connection with this proposal.

This vote is advisory only and non-binding on the Board of Directors. The Board of Directors will receive the count of votes cast and expects to consider the results of the vote, along with other relevant factors, in its assessment of executive compensation. AbstentionsVotes may be cast for or against such proposal. Stockholders may also abstain from voting. Votes for and against this proposal and abstentions will count in the tabulations of votes cast on this proposal, while broker non-votes arewill not be counted as votes cast on this proposal and will have no effect on the voting results.

Proposal 4: Approval for the Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate Class B Common Stock and Class C Common Stock classes

The approval to amend the Amended and Restated Certificate of Incorporation to eliminate the Company’s Class B Common Stock and Class C Common Stock, which classes of common stock have no shares issued and outstanding, requires the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock. Votes may be cast for or against such an amendment. Stockholders may also abstain from voting. Abstentions and broker non-votes will have the same effect as votes “against” this proposal.

PROPOSAL 1

PROPOSAL 1 – ELECTION OFOF CLASS IIII DIRECTORS

Our By-lawsbylaws provide for a classified Board of Directors, divided into three staggered classes – I, II and III. The terms of office for each of these classes are scheduled to expire on the date of our annual stockholders’ meeting in 2022, 2023 and 2021,2024, respectively. At the Annual Meeting,annual meeting, all of our class III directorsClass I Directors are up for election.

The Board of Directors has nominated Messrs. Perry A. Sook, Geoffrey D. ArmstrongMs. Bernadette S. Aulestia, Mr. Dennis J. FitzSimons, Mr. C. Thomas McMillen, and Jay M. GrossmanMs. Lisbeth McNabb as nominees for election as our class III directors.Class I Directors. Once elected, each of our class III directors’Class I Directors’ terms will expire on the date of our 20242025 annual stockholders’ meeting. The persons named in the enclosed proxy will vote to elect as class III directorsClass I Directors the nominees named below, unless the proxy is marked otherwise. If a stockholder returns a proxy without contrary instructions, the persons named as proxies therein will vote to elect as Directors the nominees named below.

The Board of Directors recommends a vote FOR the selection of Messrs. Perry A. Sook, Geoffrey D. Armstrong and Jay M. Grossman

		The Board of Directors recommends a vote FOR the selection of Ms. Bernadette S. Aulestia, Mr. Dennis FitzSimons, Mr. C. Thomas McMillen, and Ms. Lisbeth McNabb to the Board of Directors.

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

Proposal 1 - Election of Directors

PROPOSAL 2 –

RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to ratification by the stockholders, the Audit Committee of the Board of Directors has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.2022. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm since 1997. If the stockholders do not ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm, the selection of such independent registered public accounting firm will be reconsidered by the Audit Committee.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the virtual Annual Meeting and will be available to respond to appropriate questions from stockholders.

The Board of Directors believes that the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2021 is in the best interests of the Company and its stockholders and therefore recommends that the stockholders vote FOR this proposal.

PROPOSAL 3 –

ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors is asking stockholders to cast an advisory, non-binding vote to approve the compensation of our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. While this vote is non-binding, the Board of Directors values the opinions of Nexstar’s stockholders and expects towill consider the outcome of the vote, along with other relevant factors, when making future compensation decisions. Following the results of the shareholderstockholder advisory vote on the frequency of executive compensation voting at the 2017 annual meeting, the Company’s Board of Directors has approved the Company holding the stockholder advisory vote on the compensation of the Company’s Named Executive Officers annually until the next vote on the frequency of the advisory vote on executive compensation. The next advisory vote on frequency will occur at our 2023 annual meeting.

As described in detail in the Compensation Discussion and Analysis section, the Compensation Committee oversees the program and compensation awarded to Company executives, adopting changes to the program and awarding compensation as appropriate to reflect Nexstar’s circumstances.

The Board of Directors is asking Nexstar’s stockholders to indicate their support for the compensation of its Named Executive Officers. The Board of Directors believes that the information provided in the Proxy Statement demonstrates that Nexstar’s executive compensation program is designed appropriately and is working to ensure that management’s interests are aligned with its stockholders’ interests to support long-term value creation.

You may vote for or against the following resolution, or you may abstain. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officersNamed Executive Officers and the philosophy, policies and procedures described in this Proxy Statement.

ThePROPOSAL 4

APPROVAL FOR THE AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Subject to approval by the stockholders, our Board of Directors believes, based onhas approved the analysis and recommendations performed by the Compensation Committee, as discussed in the Compensation Discussion and Analysis section of this Proxy Statement, that it has provided a reasonable compensation structure foramendment to the Company’s Named Executive Officers, in orderAmended and Restated Certificate of Incorporation to align their personal interests with thateliminate the Company’s Class B Common Stock and Class C Common Stock classes. As of April 25, 2022, Nexstar had approximately 40,430,561 million shares of Class A Common Stock outstanding and no shares of Class B Common Stock or Class C Common Stock outstanding. There are no shares of Class B Common Stock and Class C Common Stock registered under the Company and to attract and retain their talent. The BoardSecurities Act of Directors recommends that1933, as amended, or the stockholders vote FOR such compensation.Exchange Act. Nexstar’s Class A Common Stock has been the only class of shares outstanding since 2013.

DIRECTORS

The current directors of the Company are:

Perry A. Sook biographical information for Mr. Sook can be found under “Proposal 1 – Election of Class III Directors.”

Geoff Armstrong biographical information for Mr. Armstrong can be found under “Proposal 1 – Election of Class III Directors.”

Bernadette S. Aulestia was appointed a member of the Board of Directors of Nexstar effective in January 2021. From 2015 to 2019 Ms. Aulestia served as President of Global Distribution for Home Box Office, Inc, a subsidiary of WarnerMedia. She led global revenue and operations for one of the world’s most innovative, premium media brands and led HBO’s digital transformation worldwide. She has extensive P&L experience leading high-growth B2B and B2C brands in the media and entertainment vertical. Prior to that and beginning in 2013, Ms. Aulestia was Executive Vice President, Domestic Network & Digital Distribution where she oversaw affiliate sales and subscriber marketing. Prior to that, Ms. Aulestia served as Senior Vice President of HBO’s Digital Distribution Group. Ms. Aulestia also served on the Board of Directors of HBO Latin America Group from 2015 to 2019. Ms. Aulestia previously held roles at Univision Communications and Turner Broadcasting. She started her career at Kidder, Peabody &Co.

She currently serves as an Independent Board Director for Denny’s Corporation (Nasdaq: DENN) where she is a member of the Nominating and Governance Committee and Executive Sponsor of the Diversity, Equity & Inclusion Council. Ms. Aulestia also serves as an Independent Board Director of Candoo Tech, is as a Member of the Board of Directors of Angeles Investors, and is a Trustee of Brown University. She is an NACD Board Leadership Fellow.

Ms. Aulestia brings to Nexstar’s Board of Directors over 20 years of senior leadership experience in the areas of operations, content distribution, strategic planning, digital transformation, and the development of strategic marketing plans for the Hispanic, African-American, and Asian consumer.

Dennis J. FitzSimons was appointed a member of the Board of Directors of Nexstar effective in January 2017. Mr. FitzSimons has served since 2004 as Chairman of the Chicago-based Robert R. McCormick Foundation, a charitable organization with extensive assets. Prior to that, Mr. FitzSimons was the Chief Executive Officer of Tribune Company from 2003 to 2007 and Chairman from 2004 to 2007, stepping down upon completing the sale of the company. Mr. FitzSimons began his 25-year career at Tribune in 1982, spending his first 17 years in the broadcast division in positions of increasing responsibility, including General Manager of WGN-TV, Chicago, and President/Chief Executive Officer of Tribune Broadcasting. He was appointed Executive Vice President of Tribune Company in January 2000, with responsibility for the company's broadcasting, publishing and digital groups, as well as the Chicago Cubs Major League Baseball team. He was elected to the Tribune Company board of directors in 2000 and named President and Chief Operating Officer in July 2001 before becoming CEO in January 2003 and Chairman in January 2004. He started his media career at Grey Advertising in New York.

Mr. FitzSimons is a Trustee of both Northwestern University and Chicago’s Museum of Science and Industry. From 2009 until January 2017, Mr. Fitzsimons served on the board of directors of Media General as Chairman of Media General’s Compensation Committee and a member of the Audit Committee. He also served in the board of directors and was a member of the audit committee and the compensation committee, of Time, Inc. from 2014 until its sale to Meredith Corporation in January 2018. Mr. FitzSimons also chaired the Media Security and Reliability Council for the U.S. Federal Communications Commission from 2002 to 2004 and served as a Director of The Associated Press from 2004 to 2007.

Directors

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

Jay M. Grossman biographical information for Mr. Grossman can be found under “Proposal 1 – Election of Class III Directors.”

Directors

C. Thomas McMillen has served as a director of Nexstar since July 2014 and is currently a member of the Board’s Nominating and Corporate Governance Committee. Mr. McMillen currently serves as Chief Executive Officer and President of the LEAD1 Association (formerly the DIA Athletic

Directors Association) since September 2015. He also serves as a Treasurer of National Fitness Foundation. He has also served on the board of RCS Capital Corporation from May 2013 to May 2016. In January 2016, RCS Capital Corporation filed for Chapter 11 bankruptcy protection in United States Bankruptcy Court for the District of Delaware under a prearranged plan with the consent of the majority of its creditors. Mr. McMillen served as Timios National Corporation’s (formerly Homeland Security Capital Corporation) Chief Executive Officer and Chairman of the Board from August 2005 and served as its President from July 2011 to February 2014. From May 2011 to July 2013, Mr. McMillen served as Chairman of the National Foundation on Fitness, Sports and Nutrition, a Congressionally authorized foundation where he currently serves as Treasurer. From 2010 to 2012, Mr. McMillen was the sole member and manager of NVT License Holdings, LLC (commonly known as New Vision Television), a Delaware limited liability company, which was the indirect parent and controlling entity of several other limited liability companies which held the Federal Communications Commission licenses for eight full power and two low power television stations in eight different television markets. From April 2007 until June 2015, he served on the Board of Regents of the University of Maryland System. From December 2004 until January 2007, Mr. McMillen served as the Chairman of Fortress America Acquisition Corporation (now Fortress International Group, Inc., FIGI.PK), and from January 2007 until August 2009, he served as Vice Chairman and director. From October 2007 until October 2009, Mr. McMillen served as Chairman and Co-Chief Executive Officer of Secure America Acquisition Corporation (now Ultimate Escapes, Inc. OTCBB: ULEIQ.PK), and from October 2009 to December 2010 as a director and from November 2009 to December 2010 as Vice Chairman. Ultimate Escapes, Inc. filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the District of Delaware in September 2010. From 1987 through 1993, Mr. McMillen served three consecutive terms in the U.S. House of Representatives representing the 4th Congressional District of Maryland. Mr. McMillen received a Bachelor of Science in Chemistry from the University of Maryland and a Bachelor and Master of Arts from Oxford University as a Rhodes Scholar.

Directors

Mr. McMillen’s qualifications to serve as a director of Nexstar include his over 28 years of political, business and sports experience and leadership. During his career, he has been an active investor, principal and board member in companies in the cellular, paging, healthcare, motorcycle, environmental technology, broadcasting, real estate and insurance industries.

Lisbeth McNabb has served as a director of Nexstar since May 2006 and serves on the audit committee and was chair of the audit committee through 2020. Ms. McNabb most recently was the Chief Financial Officer and Chief Operating Officer of Linux Foundation from 2018 to 2020, the organization of choice for the world's top developers and companies to build and advance open source technology. Ms. McNabb was interim Chief Financial Officer for Illuminate Education in 2017 and founder of DigiWorksCorp, a Digital and Data Analytics company, for Retail and enterprise companies, where she served as President from 2012 to 2015. Chairman and founder of w2wlink, a professional women’s online membership community, from 2007 to 2015. Ms. McNabb is the former Chief Financial Officer of Match, a global online dating company, where she was employed from 2005 through 2006. Prior to joining Match, Ms. McNabb served as Senior Vice President of Finance and Planning for Sodexo, an on-site food service and facilities management company, from 2000 to 2005. Prior to that, she held innovation, finance, and strategy leadership roles with PepsiCo Frito-Lay, American Airlines, AT&T, and JP Morgan Chase. Ms. McNabb serves on the board of Neogames (Nasdaq: NGMS) in an observer capacity. Subject to approval by the shareholders at the 2021 annual general meeting, Ms. McNabb will become a full voting member of the Board and will serve as chairperson on the Board’s audit committee and a member of its compensation and nominating and corporate governance committees. Previously Ms. McNabb served as a director and chair of the audit committee of Tandy Brands and served on the advisory board of American Airlines, Southern Methodist Cox School of Business, University of Nebraska College of Business, International Women’s Forum, Bay Area, Dallas Chapter of Financial Executives International, Sammons Art Center, 4Word and The Family Place. After Ms. McNabb’s tenure as a director of Tandy Brands in March 2014, Tandy Brands filed for bankruptcy protection in United States Bankruptcy Court for the Northern District of Texas.

Ms. McNabb brings to Nexstar’s Board of Directors her leadership skills in entrepreneurial and executive roles in media, digital and technology companies and extensive strategy, analytics, operations, finance and marketing experience in a wide range of industries and in marketing to women and diversity. In addition to her leadership experience in digital companies, Ms. McNabb also has had financial leadership roles.

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

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

John R. Muse was appointed a member of the Board of Directors of Nexstar effective January 2017. From 2014 until January 2017, Mr. Muse served on the board of directors of Media General, Inc. (“Media General”). He has over 25 years of experience in private equity and is currently the chair of Lucchese, Inc. and Free Flow Wines, a leading packaging and logistics company serving the wine on tap segment. He is also on the board of directors of CSM Bakery Solutions (private). His philanthropic interests in education, community and human services have inspired him to serve on the Board of Visitors for the UCLA Anderson School of Management. He previously served on the board of directors of Dean Foods (public) until October 2020 and Board of Visitors of the Klyde Warren Park Board. Mr. Muse received his B.S. in Engineering Management from the United States Air Force Academy and his M.B.A. from the University of California, Los Angeles.

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

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

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

Board of Directors MatrixComposition

The following matrix provides information regarding the members of our Board, including certain types of knowledge, skills, business experiences, and attributes or self-identified specific diversity possessed by one or more of our directors which our Board believes are relevant to our business and industry. The matrixtable below does not encompass all of the knowledge, skills, business experiences or attributes of our directors, and the fact that a particular knowledge, skill, business experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, business experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill, andbusiness experience listed below may vary among the members of the Board. The information has been collected from each of our board members and they have voluntarily self-identified their gender and demographic background.

Sook Armstrong Aulestia FitzSimons Grossman McMillen McNabb Miller Muse Pompadur Knowledge, Skills and Experience Public Company Board Experience Financial/Capital Market Risk Management Accounting Corporate Governance/Ethics Legal/Regulatory Human Resources/Compensation Executive Experience Operations Experience Brand Marketing Strategic Planning/Oversight Digital/Technology Mergers and Acquisitions Media/Broadcast Academic/Education Demographics Race/Ethnicity African American Asian/Pacific Islander White/Caucasian Hispanic/Latino Native American Gender Male Female Board Tenure Years of Service Age 25 17 ⁽¹⁾ 4 24 6 15 7 4 17 63 63 48 70 61 68 60 63 70 85

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CORPORATE GOVERNANCE

Committees of the Board of Directors

The Board of Directors currently has three standing committees with the following members:

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Compensation Committee

The purpose of the Compensation Committee is to establish compensation policies for Directors and executive officers of Nexstar, approve employment agreements with executive officers of Nexstar, administer Nexstar’s stock optionstock-based compensation plans and approve grants under the plans and make recommendations regarding any other incentive compensation or equity-based plans. The Compensation Committee makes decisions about the compensation of the Chief Executive Officer and has the authority to review and approve the compensation policies for the Company’s other executive officers. The primary objectives of the Compensation Committee in determining total compensation (both salary and incentives) of the Company’s executive officers, including the Chief Executive Officer, are (i) to enable the Company to attract and retain highly qualified executives by providing total compensation opportunities with a combination of elements which are at or above competitive opportunities, (ii) to tie executive compensation to the Company’s general performance and specific attainment of long-term strategic goals, and (iii) to provide long-term incentives for future performance that aligns stockholder interests and executive rewards.

The Compensation Committee telephonically met twice during 2020.2021. The Compensation Committee also passed a number of resolutions in lieu of holding meetings with the Committee during 2020. In addition, succession planning and other committee items were discussed as part of full board executive sessions.2021. The Compensation Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our web sitewebsite does not constitute a part of this Proxy Statement. All three members of the Compensation Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. For more information regarding the Compensation Committee, please refer to the “Compensation Committee Report” in this Proxy Statement.

Audit Committee

The purpose of the Audit Committee is to oversee the quality and integrity of Nexstar’s accounting, internal auditing and financial reporting practices, to perform such other duties as may be required by the Board of Directors, and to oversee Nexstar’s relationship with its independent registered public accounting firm. The Audit Committee met fivefour times during 2020. The2021. All three members of the Audit Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Board of Directors has determined that Mr. Geoff Armstrong, who was appointedserved as Chair of the Audit Committee effectivesince October 20, 2020, succeeding Ms. Lisbeth McNabb, is an “audit committee financial expert” in accordance with the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Audit Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our web sitewebsite does not constitute a part of this Proxy Statement. For more information regarding the Audit Committee, please refer to the “Audit Committee Report” in this Proxy Statement.

Corporate Governance

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to identify individuals qualified to serve on Nexstar’s Board of Directors, recommend persons to be nominated by the Board of Directors for election as directors at the annual meeting of stockholders, recommend nominees for any committee of the Board of Directors, develop and recommend to the Board of Directors a set of corporate governance principles applicable to Nexstar and to oversee the evaluation of the Board of Directors and its committees. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors in April 2017. A copy of such charter is available through our web sitewebsite at www.nexstar.tv. The information contained on or accessible through our web sitewebsite does not constitute a part of this Proxy Statement. All three members of the Nominating and Corporate Governance Committee are “independent” as that term is defined in the NASDAQ Stock Market Marketplace rules. The Nominating and Corporate Governance Committee met once during 20202021 because all material committee issues were discussed by the full Board of Directors during executive sessions. Our Nominating and Corporate Governance Committee will consider stockholder nominees for the Board of Directors (see “Stockholder Proposals for the 20222023 Annual Meeting” under “Other Information” in this Proxy Statement).

Additional Information Concerning the Board of Directors

During 2020,2021, the full Board of Directors met fourfive times. As summarized in the table below, each incumbent director attended 100% of the total number of meetings of the Company’s Board of Directors and committees of the Board of Directors on which they serve.

Corporate Governance

The Board of Directors has not adopted a formal policy with regard to director attendance at the annual meeting of stockholders because fewer than ten non-management stockholders attended our 20202021 Annual Meeting of Stockholders in virtual-only format. Mr. Sook attended and presided over the 20202021 virtual Annual Meeting of Stockholders.

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

The Nominating and Corporate Governance Committee reviews the succession planning with the Compensation Committee, reviews of the desirability of term limits of the Board of Directors and establishment of guidelines for removal of directors.

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

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

20212022 Stockholder Outreach

In the first quarter of 2021,2022, members of senior management, with support from third party consultants (JCIR and Innisfree), contactedJCIR, a third-party consultant, targeted the Company’s top 2924 non-affiliated stockholdersinstitutional investors to offer them an opportunity to provide feedback regardingdiscuss the Company’s recent and ongoing corporate governance, social responsibility and environmental initiativesactivities (hereinafter collectively referred to as “ESG”) as well as any other issues important to shareholders. These stockholders controlstockholders. The targeted 24 non-affiliated institutional investors had a combined voting authority of approximately 67%24.3 million shares, or approximately 59% of the voting shares of Nexstar as of December 31, 2020.2021. Of the 29 stockholders,24 institutional investors, conference calls were conducted with 20 stockholders15 who collectively held a combined voting authority of 15 million shares, or approximately 48%37% of the Company’s voting shares. The remaining nine stockholders,institutional investors, who collectively held approximately 19%22% of the Company’s voting shares, either did not require ESG calls, did not respond to our invitations for an ESG call or do not engage with company management about ESG matters. In these stockholder engagement efforts, we attempted to reach individuals responsible for executive pay and governance-related decisions within each investor organization. Our President and Chief Operating Officer, and Chief Financial Officer and Executive Vice President, General Counsel and Secretary and Executive Vice President and Chief Financial Officer participated in these conference calls and discussed matters on ESG and executive compensation.other corporate governance matters. The ChairmanChairperson of the Company’s Compensation Committee participated on calls with nineseven of the Company’s thirteen15 largest institutional investors.

investors representing approximately 27% of Nexstar voting shares.

The majority of the investors commented positively on the opportunity to furnish inputdirectly discuss with management the Company’s initiatives on ESG compensation related issues and other items of importance to them. Common themes expressed by the surveyed stockholders were an appreciation for the work of the Company’s executives related to M&A and capital allocation, operating performance of the Company and the returns generated for stockholders. The investors also provided positive feedback on our commitment to good governance, including our move from plurality voting to majority voting, the removal of automatic pay increases in compensation of our NEOs for new employment contracts, the addition of a new independent director who adds media and media distribution expertise to the Board as well as gender and ethnic diversity, our disclosures of human capital management and our Chief Executive Officer’s alignment with our stockholders (Mr. Sook is the fourth largest stockholder, inclusive of Class A Common Stock and outstanding stock options).governance.

Corporate Governance

Below is a summary of the recurring recommendations we received through our 20212022 outreach involving ESG and our responses:

Corporate Governance

Board of Directors Leadership Structure

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

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

Corporate Governance

Risk Oversight

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

The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events. It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The changes in our work environment as a result of the COVID-19 pandemic could also impact the security of our systems, as well as our ability to protect against attacks and detect and respond to them quickly. The rapid adoption of some third-party services designed to enable the transition to a remote workforce also may introduce security risk that is not fully mitigated prior to the use of these services. We may also be subject to increased cyber-attacks, such as phishing attacks by threat actors using the attention placed on the pandemic as a method for targeting our personnel. We may face additional cyber-attacks as threat actors use supply chain or third-party attacks as a method for penetrating our computer systems.The results of these incidents could include, but are not limited to, loss of data, business interruption, disclosure of nonpublic information, decreased advertising revenues, misstated financial data, liability for stolen assets or information, need to pay ransom, increased cybersecurity protection costs, litigation and reputational damage adversely affecting customer or investor confidence. The Company’s Cybersecurity Committee helps mitigate cybersecurity risks. The role of the committeeCybersecurity Committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, establish cybersecurity policies and procedures, and to invest in and implement enhancements to the Company’s cybersecurity infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, and intrusion detection systems.

Corporate Governance

Corporate Social Responsibility

Nexstar strivesWe strive to make a positive impact on our stakeholders, the environment, and our communities. We recognize that behaving ethically and responsibly as a company, an employer, and a business partner is fundamental to our long-term success. Since 1958, the Nexstar Media Charitable Foundation and its predecessors have contributed to and worked with public charities and non-profit organizations to improve the local communities in which we operate. A link to the Charity’s activities can be found at https://www.nexstar.tv/our-foundation/. We also seek to further enhance the Company’s efforts on environmental, social and governance issues in a manner that is consistent with our commitment to ensuring long-term sustainable shareholderstockholder value and delivering exceptional service to our communities.

Our Board of Directors, through its Committees, evaluates and oversees risk areas related to ESG. This includes the Company’s overall Corporate Social Responsibility reporting as well as development of policies and programs needed to achieve short-term and long-term objectives. In 2020 and 2021, the Company pursued various new and ongoing initiatives related to community involvement, human capital management, including(including its launch of the Diversity & Inclusion Council and Mentorship Program,Program), as well as efforts to reduce energy consumption. To further demonstrate our commitment to continuously improve our disclosures surrounding sustainability, we are formalizing our current best practices that are not yet written into policies and Company standards. We are also making progress towards more robust sustainability reporting that aligns our material areas of focus and our long-term strategy with an external framework. We are looking into the Sustainability Accounting Standards Board (“SASB”) as our baseline to establish our performance criteria, measure our progress and identify areas where improvements are needed.

As of April 28, 2021, the Board adopted the following statement, which will be updated in the future as new policies are implemented:

From our founding, Nexstar’s mission has been to provide trustworthy, unbiased journalism while upholding the principles of localism and diversity. Our television stations have been, are and will remain local service businesses dedicated to enriching our communities through multiple platforms of news and entertainment, successful marketing solutions and most importantly through active engagement, sponsorship and community participation. We understand that operating a media business is, in many ways, a form of public trust, and that we must be responsible and accountable stewards of it. To that end, we have adopted policies and procedures to promote ethical practices, fairness, and transparency in the conduct of our business and to demonstrate our commitment to sound ESG principles. We are in the process of aligning our ESG efforts with the framework of the Sustainability Accounting Standards Board (SASB), a market standard for investor-focused sustainability disclosure, both for the purposes of focusing our ESG efforts and guiding our disclosure of our ESG performance.

At Nexstar, ESG is an ongoing mission. We are in the early stages of integrating ESG considerations into our media businesses and devoting the time, energy, and resources necessary to keep ESG at the forefront of our thinking. We have adopted practices in our ordinary course ofalways and continue to firmly believe that ESG is good for business in supportand good for Nexstar.

The components of our accountability incorporate social economicresponsibility include the following:

Board Leadership Structure, Board Qualifications, Ethics, Risk Oversight, and environmental areas. Indeed, we strive for excellence in all endeavors while actively seekingStockholder Outreach

Refer to enhance our operations in ways that benefit society. The following is a summary of our practices in these areas.separate sections under “CORPORATE GOVERNANCE.”

Community InvolvementJournalistic Integrity

Nexstar prides itself in producing local and national news content that meets the highest standards of journalistic integrity. We aim to produce fact-based and unbiased content and believe that our high standards of journalistic integrity enable us to develop and maintain a trusted relationship with our audiences which keeps them engaged. 

We embraceand the communitiesjournalists we employ have received many awards acknowledging our excellence in which we operatejournalism. In 2021, these awards included 2 National Murrow Awards and pride ourselves on our community engagement which runs long47 Regional Murrow Awards (Murrow awards recognize local and deep.

“best of” awards. 

Journalistic Integrity

In the era of “fake news,” our journalists pride themselves on providing their communities with relevant, factual and unbiased information; if our viewers have a reason to doubt our credibility, they will go elsewhere.

Human Resource ManagementCorporate Governance

Our guiding principle is to foster work environments that provide personal pride through job satisfaction and a balanced life.

The Nexstar Mentorship Program pairs seasoned leaders across the company (the mentors) with less experienced employees (the mentees) to help them develop specific skill sets and knowledge to enhance the mentee’s personal and professional growth. Mentees are connected with a mentor who will offer insight and advice to help the mentee navigate the next stage of his or her career. Mentors have the satisfaction of shaping future managers, refining their own leadership skills, and expanding their network of employee connections.

The Program is administered by Nexstar’s Training & Development Team (which isCompany has adopted a subsetnumber of policies to help us in our mission to produce fact-based and unbiased content that adheres to the HR leadership team)highest standards of journalistic integrity. These policies include guidelines around ensuring accuracy, news guidelines, involvement in politics, use of third-party video and includes specific topicsrequests for each mentor/mentee pair to work through each month. Mentees are assisted in a variety of areas of professional development, including goal setting, project planning, team building, time management, and understanding failure and success. Mentors are provided with guidance on how to be an effective mentor.corrections/retractions.

Upon completion of the Nexstar Mentorship Program, each participant is given a certificate of graduation.

Consumer Privacy

We respect our audience and customers by utilizing what we consider to be industry best practices to protect consumer privacy and personally identifiable information.

Environmental ImprovementsCommunity Involvement

Although Nexstar does not have a large carbon footprint,We embrace the company is committed to operatingcommunities in an ecologically friendly manner.which we operate and pride ourselves on our community engagement.

Corporate Governance

Human Resource Management; Workforce Diversity, Equity, and Inclusion

Our guiding principle is to foster work environments that provide personal pride through job satisfaction and a balanced life.

Workforce Diversity

Corporate Governance

Corporate Governance

Employee Diversity

The table below reflects the demographics of most recent census of 12,641 total employees, including 180 management employees (vice presidents and above) as of December 31, 2021 in comparison to the national averages sourced from the 2020 United States Census Bureau population. As of September 1, 2020,December 31, 2021, approximately 41% and 21%26% of our employees and our management, respectively, were women; and approximately 24%26% and 12%13% of our employees and our management, respectively, were racially/ethnically diverse. In order to ensure accountability in making progress in our diversity goals, a portion of our managers’ bonuses are tied to diversity metrics in their markets. In addition,

Concurrent with this filing, we have implemented Employee Resource Groups inmade available our 2020 EEO-1 data and will make available on our website the categories of Latinx, Women, African American, Veterans and LGBTQ+. These groups are designed to bring together employees who share similar cultures, backgrounds, and/or interests, as well as those employees who wish to provide support to that group.

Our most recent census of 12,276 total employees, including 155 management employees as of September 1, 2020, reflect the following demographics. We also have included the national averages sourced from the United States Census Bureau population dated July 1, 2019 for comparison purposes.

2021 EEO-1 data regarding our employee composition when it is available later this spring/summer.

     Employee Safety / COVID-19

Safety and COVID-19 Response

We value our employees and are committed to providing a safe and healthy workplace. All employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to work. In response to COVID-19, we implemented remote working for many of our employees. Our work locations developed and implemented their own plans for staffing during the pandemic, with a focus on reducing headcounts within our facilities to reduce the risk for those employees whose job functions could not be performed remotely, and in compliance with applicable state and local safety requirements and protocols. Currently, a majority of our workforce have returned to working in a facility under strong safety protocols. In allowing additional employees to return to our facilities, we considered and continue to consider guidance from the Centers for Disease Control, other health organizations, federal, state and local governmental authorities, and our customers, among others. We have taken, and continueare committed to take,taking robust actions to help protect the health, safety and well-being of our employees, to support our suppliers and local communities, and to continue to serve our customers.

Environmental Improvements

The Company is committed to operating in an ecologically friendly manner. Nexstar is currently developing evaluation processes to more adequately track our current power consumption levels in order to thoughtfully map a plan for reducing our overall power consumption and increasing our use of sustainable power. Additionally, we regularly look for ways in which we can reduce our overall carbon footprint by becoming more efficient. Some of our current initiatives include replacing lighting and transmission equipment with more efficient equipment that consumes less power.

Corporate Governance

Code of Ethics and Anti-Corruption Policy

The Board of Directors adopted a Code of Ethics that applies to our executive officers and Directors, and persons performing similar functions. The Code of Ethics promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promotes full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Nexstar, and promotes compliance with all applicable rules and regulations that apply to Nexstar and its officers and directors. The Code of Ethics was filed as an exhibit to Nexstar’s Annual Report for the year ended December 31, 2003 on Form 10-K filed with the SEC on March 31, 2004, which is incorporated by reference into Nexstar’s Annual Report for the year ended December 31, 20202021 on Form 10-K filed with the SEC on March 1, 2021.February 28, 2022. In October 2017, we adopted an Anti-Corruption Policy, which supplements our Code of Ethics and provides detailed guidance to our employees on prohibited actions under anti-bribery and anti-corruption laws.

Compensation Committee Interlocks and Insider Participation

Each of Geoff Armstrong, Jay M. Grossman and Dennis A. Miller served on the Compensation Committee during 2020. On January 27, 2021, we announced the appointment of Bernadette S. Aulestia, who was appointed as a member of the Board and Compensation Committee;Committee on January 27, 2021, Dennis A. Miller and Jay M. Grossman served on the Compensation Committee during 2021. Mr. Geoff Armstrong resignedpreviously served on the Compensation Committee until his resignation from the Committee on that date. NoneJanuary 27, 2021. During 2021, none of our Directors or executive officers serves, and we anticipate that no member of the Board of Directors or executive officers will serve, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of the Board of Directors. On October 21, 2020, Dennis A. Miller was appointed as Chairperson of the Compensation Committee succeeding Geoff Armstrong. Jay M. Grossman, who is currently a member of our Compensation Committee, was formerly our Vice President and Assistant Secretary from 1997 until March 2002.

Policy on Insider Trading

In October 2017, our Board of Directors adopted an updated insider trading policy. Our insider trading policy, among other things, prohibits directors, officers and employees from trading or causing trading in the Company’s securities while in possession of material non-public information, subject to certain exceptions.

The insider trading policy prohibits directors, executive officers, employees in the accounting/finance department with a title of at least vice president, employees in the investor relations department that assist with the preparation of earnings releases, and members of the Disclosure Committee (collectively, “Covered Persons”) and their spouse and minor children, other persons living in their household and entities over which they exercises control from engaging in the following transactions: (i) the sale of any Company securities of the same class for at least six months after the purchase of such securities, (ii) short selling the Company’s securities, (iii) buying or selling puts or calls or other derivative securities on the Company’s securities, (iv) holding Company securities in margin accounts or pledging Company securities as collateral for a loan and (v) hedging or monetization transactions or similar arrangements with respect to Company securities, in each case, without prior consent of the Company’s General Counsel or Chief Financial Officer. There are no hedging transactions that are specifically permitted.

Stock OwnershipOwnership Guidelines

Effective January 1, 2018, our Board of Directors adopted stock ownership guidelines for non-employee directors, Named Executive Officers and all other senior executives. Under this policy, (i) our Chief Executive Officer is required to own a sufficient amount of the Company’s common stock such that its value is 10 times his annual base salary, (ii) each of our other Named Executive Officers and other senior executives is required to own a sufficient amount of the Company’s common stock such that its value is two times of each of their annual base salary, and (iii) each of our non-employee directors is required to own a sufficient amount of the Company’s common stock such that its value is three times of each of their annual base retainer. Because share prices fluctuate over time, the covered person’s salary or retainer will be divided by the highest share price over the prior 24-month period. Performance-based and time-based restricted stock units (whether vested or unvested) are counted for purposes of meeting the ownership guidelines. Stock options (whether vested or not) are not counted in the ownership calculation. The initial evaluation of compliance will be on the later of (i) January 15, 2023 for shares owned as of December 31, 2022 or (ii) the first January after such officer or director has been an officer or director for five (5) years. Thereafter, the compliance will be evaluated once per year for shares owned as of December 31 of the preceding year. The stock ownership guidelines were established to promote a long-term perspective in managing the Company, and to help align the interests of our shareholders,stockholders, executives and directors.