UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 30, 2020, the Board of Directors (the “Board”) of Nexstar Media Group, Inc. (the “Company”) approved amendments to, and restated, the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), which became effective immediately upon approval.
The principal changes to the Bylaws were to: (1) provide for majority voting in uncontested director elections, instead of plurality voting; and (2) revise the procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company. The Board also made certain other administrative, modernizing, clarifying and confirming amendments to the Bylaws.
The foregoing description of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |||
| 3.1 |
Amended and Restated Bylaws of Nexstar Media Group, Inc. dated January 30, 2020. | |||
| 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.
| Date: January 31, 2020 |
NEXSTAR MEDIA GROUP, INC. | |||||
| By: |
/s/ Thomas E. Carter | |||||
| Thomas E. Carter | ||||||
| Chief Financial Officer | ||||||
| (Principal Financial Officer) | ||||||
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