Nexstar Shareholders Say ‘Nay’ To Sook Salary Suggestion

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When you’re the founder and Chairman/CEO of what’s poised to become the nation’s biggest owner of broadcast TV stations, there should be no squabble among shareholders with respect to the top dog’s compensation package … right?


Wrong. Nexstar Media Group shareholders for the second straight year gave a collective thumbs down to a particularly rosy pay plan for Perry Sook.

The vote made local headlines, as the Dallas Morning News noted the June 5 vote, disclosed several days later in a Securities & Exchange Commission filing.

The final tally on issue No. 2, an advisory vote — one that is formally non-binding — to approve the compensation of Nexstar’s named executive officers was as follows:

FOR      20,423,167
AGAINST     21,220,845

ABSTENTIONS  129,679

By comparison, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2019, received nearly 43 million yes votes.

Similarly, a proposal to approve the 2019 Long-Term Equity Incentive Plan saw more than 40 million yes votes.

According to the Dallas Morning News, some $41.4 million in future stock awards proved to be contentious with a majority of Nexstar shareholders.

Citing a report from the Institutional Shareholder Service Global Research, the awards are “relatively large.”

Sook signed a four-year contract extension with Nexstar’s board of directors in January 2019.

It’s not often that shareholders will say no to an executive compensation plan. According to executive compensation consulting group Semler Bossy, roughly 2% of pay plans have been nixed through shareholder disapproval votes through June 6, 2019.

While the Nexstar shareholder vote is advisory, it could be highly impactful — just as it was in 2018.

In conference calls with the top institutional investors of NXST stock, “shareholders singled out the absence of a lead independent director, flawed disclosure of executive performance metrics and a one-time bonus of $9 million paid to the CEO after a big merger,” the newspaper reported.

Sook earned $14.6 million in 2018, or 302 times as much as the company’s median employee salary of $48,301.

That compares to $19.3 million in 2017, when Sook earned a $9 million bonus tied to Nexstar’s merger with Media General.

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