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): January 15, 2019

 

Nexstar Media Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

(972) 373-8800

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instructions A.2. below):

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. ☐

 

 

 

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Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On January 15, 2019, pursuant to authorization from the Compensation Committee, Nexstar Media Group, Inc. (the “Company”) entered into an Amended Executive Employment Agreement with Perry A. Sook, the Company’s Chairman, Chief Executive Officer and President (the “Employment Agreement”).  The Employment Agreement extends the term of Mr. Sook’s employment with the Company until February 28, 2023, with automatic renewal provided for successive one-year periods, subject to earlier termination under specified circumstances.

 

Pursuant to the Employment Agreement, Mr. Sook shall be entitled to receive the following base salary:

 

 

In addition, Mr. Sook will be eligible to receive an annual bonus in the amounts set forth below based on, among other things, whether the Company achieved the economic targets established by the Compensation Committee for such fiscal year and any other goals established for him by the Compensation Committee.

 

 

The Company will also issue Mr. Sook non-performance based and performance based restricted shares of the Company’s Class A Common Stock in the form of restricted stock units (RSUs), as follows:

 

 

 

 

 

 

 

 

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In the event of specific instances of termination (including for merger, a reason by the Company other than for cause or for good reason), Mr. Sook is also eligible to receive his base salary and target bonus for a period of two years, plus an additional $20,800. In addition, all equity (including, but not limited to, any RSUs and/or stock options) previously granted or awarded to Mr. Sook by the Company prior to his termination shall become immediately and fully vested without further action by either Sook or the Company.

 

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the complete copy of that agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01.  Financial Statements and Exhibits.

 

 

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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.