GRAY TELEVISION, INC. (NYSE:GTN) Files An 8-K Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition.

On January 20, 2017, Gray Television, Inc. (the Company) issued a
press release (the Press Release) disclosing, among other things,
updates to certain previously announced guidance for the three
months ended December 31, 2016. A copy of the Press Release is
attached hereto as Exhibit 99.1 and is incorporated into this
Item 2.02 by reference.

The information set forth under this Item 2.02 is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, except as shall be expressly set forth by specific
reference in such filing.

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

On January 18, 2017, the compensation committee of the board of
directors of the Company (the Compensation Committee) adopted an
updated annual incentive compensation program for the Companys
executive officers to be effective beginning with 2017. The
updated annual incentive compensation program is structurally the
same as the Companys prior annual incentive compensation program,
providing defined quantitative metrics and, beginning with 2017,
qualitative goals and objectives against which the Companys or
executive officers, as applicable, performance is to be measured.
Such metrics may vary from year to year, but will generally be
chosen from those the Compensation Committee deems appropriate to
motivate the Companys executive officers towards the achievement
of performance objectives that are in the Companys best
interests. In light of the changes to the metrics in the updated
program, the weighting of total incentive opportunity assigned to
each of the performance metrics has been updated as follows: 15%
for revenue goals, 15% for net operating profit goals, 30% for
broadcast cash flow goals and 40% for qualitative goals.
Beginning with 2017, the threshold and maximum performance goals
will range from 80% to 110% of the target performance. Payouts
are determined formulaically, defining threshold, target and
maximum performance levels based on multiples of base salary,
thereby limiting the maximum annual incentive payout for each
executive officer. As a part of the incentive plan structure, the
Compensation Committee retains the discretion to adjust any
amount that would have been payable based on the achievement of
the pre-established metrics, or to make other discretionary cash
bonus payments, in either case, based upon the Company’s or an
individual officers performance.

Also on January 18, 2017, in recognition of, among other things,
the exceptional efforts and contributions made by the executive
officers during 2016 in continuing to execute on the Companys
growth strategy despite unexpected challenges in the political
advertising environment, in further strengthening the Companys
balance sheet, and in delivering continued strong performance in
total shareholder return over the long term, the Compensation
Committee approved for payment one-time discretionary cash
incentive compensation awards to the following executive
officers: Hilton H. Howell, Jr., President, Chief Executive
Officer and Chairman ($2,488,900), James C. Ryan, Executive Vice
President and Chief Financial Officer ($716,130) and Kevin P.
Latek, Executive Vice President and Chief Legal and Development
Officer ($870,014). No payments will be payable or made under the
annual incentive compensation program for 2016 to the executive
officers.

Item 7.01. Financial Regulation FD Disclosure.

The Press Release also announced that the Company is proposing,
subject to market and other conditions, to refinance and extend
the maturity date of its revolving credit facility and term loan
under its existing senior credit facility. The Press Release
attached hereto as Exhibit 99.1 is incorporated into this Item
7.01 by reference.

The information set forth under this Item 7.01 is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act
of 1933, except as shall be expressly set forth by specific
reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About GRAY TELEVISION, INC. (NYSE:GTN)

Gray Television, Inc. is a television broadcast company. The Company owns and operates television stations and digital assets in markets across the United States. The Company owns and/or operates television stations in approximately 50 television markets broadcasting over 180 separate programming streams, including approximately 40 affiliates of the CBS Network (CBS), over 30 affiliates of the NBC Network (NBC), approximately 20 affiliates of the ABC Network (ABC) and over 10 affiliates of the FOX Network (FOX). Along with primary broadcast channels, the Company can also broadcast secondary digital channels within a market. Its secondary digital channels are generally affiliated with networks different from those affiliated with its primary broadcast channels. It also broadcasts local news/weather channels in certain of its existing markets. Its television stations include WVLT and WBXX in Knoxville, Tennessee; WOWT in Omaha, Nebraska, and WDBJ in Roanoke-Lynchburg, Virginia.

GRAY TELEVISION, INC. (NYSE:GTN) Recent Trading Information

GRAY TELEVISION, INC. (NYSE:GTN) closed its last trading session up +0.25 at 10.85 with 978,422 shares trading hands.