Nexstar Media Group, Inc. (NASDAQ:NXST) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In connection with the previously disclosed merger of Nexstar
Media Group, Inc. (the Company) and Media General, Inc., which
was consummated on January17, 2017 (the Closing Date), the
Company announced certain changes and appointments to its
executive and senior management team.
Second Amendment to Executive Employment Agreement with
Mr.Busch
Effective as of the Closing Date, Nexstar Broadcasting, Inc., a
wholly owned subsidiary of the Company (NBI), entered into the
second amendment to executive employment agreement with Timothy
Busch (the Busch Amendment) whereby Mr.Busch was appointed
President of NBI. Before such amendment, Mr.Busch had previously
served as Executive Vice President and Co-Chief Operating Officer
of the Company for more than eight years.
The term of Mr.Buschs employment agreement runs until May31, 2021
with automatic one-year renewals, unless prior termination occurs
to his employment agreement or a 90-day notice not to extend
Mr.Buschs appointment is received prior to the end of this
current term. Mr.Busch shall receive an initial base salary of
$625,000 through the end of May 2017, with such base salary
increasing by between $25,000 and $50,000 each twelve-month
period thereafter. In addition, Mr.Busch is eligible to receive a
target bonus up to 75% of his annual base salary. In the event of
specific instances of termination (including for merger, a reason
by NBI other than for cause or for good reason), Mr.Busch is also
eligible to receive compensation in an amount equal to his
then-current base annual salary plus an additional $20,800.
Finally, to the Busch Amendment, all references to the Company in
his employment agreement were replaced with references to NBI.
Second Amendment to Executive Employment Agreement with
Mr.Jones
Effective as of the Closing Date, NBI entered into the second
amendment to executive employment agreement with Brian Jones (the
Jones Amendment) whereby Mr.Jones was appointed Executive Vice
President and Chief Operating Officer of NBI. Before such
amendment, Mr.Jones had previously served as Executive Vice
President and Co-Chief Operating Officer of the Company for more
than eight years.
The term of Mr.Joness employment agreement runs until May31, 2021
with automatic one-year renewals, unless prior termination occurs
to his employment agreement or 90-day notice not to extend
Mr.Joness appointment is received prior to the end of this
current term. Mr.Jones shall receive an initial base salary of
$500,000 through the end of December 2017, with such base salary
increasing by $15,000 each twelve-month period thereafter. In
addition, Mr.Jones is eligible to receive a target bonus up to
50% of his annual base salary. In the event of specific instances
of termination (including for merger, a reason by NBI other than
for cause or for good reason), Mr.Jones is also eligible to
receive compensation in an amount equal to his then-current base
annual salary plus an additional $20,800. Finally, to the Jones
Amendment, all references to the Company in his employment
agreement were replaced with references to NBI.
There are no arrangements or understandings between Messrs. Busch
or Jones and any other person to which they were selected as
officers. There are no family relationships between Messrs. Busch
and Jones and any director or executive officer of the Company
and Messrs. Busch and Jones are not party to a related party
transaction as defined by Item404(a) of Regulation S-K.
Additional biographical information with respect to Messrs. Busch
and Jones is included in the Companys Registration Statement on
Form S-4, which was filed with the Securities and Exchange
Commission (the SEC) on March22, 2016, as amended by Amendment
No.1, which was filed with the SEC on April27, 2016, and
Amendment No.2, which was filed with the SEC on May5, 2016.
Item8.01. Other Events.
On January18, 2017, the Company issued a press release announcing
its executive and management team changes and appointments. A
copy of that press release is attached to this report as Exhibit
99.1 and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press Release, dated January 18, 2017. |
About Nexstar Media Group, Inc. (NASDAQ:NXST)
Nexstar Media Group, Inc., formerly Nexstar Broadcasting Group, Inc., is a television broadcasting and digital media company. The Company is focused on the acquisition, development and operation of television stations and interactive community Websites in medium-sized markets in the United States. The Company’s segments include Broadcasting and Other. The Company’s broadcast segment includes television stations and related community focused Websites that it owns, operates, programs or provides sales and other services to in various markets across the United States. The stations the Company owns and operates or provides services to provide free over-the-air programming to its markets’ television viewing audiences. The programming includes programs produced by networks with which the stations are affiliated; programs that the stations produce, and first-run and rerun syndicated programs that the stations acquire. Nexstar Media Group, Inc. (NASDAQ:NXST) Recent Trading Information
Nexstar Media Group, Inc. (NASDAQ:NXST) closed its last trading session up +2.28 at 64.43 with 775,689 shares trading hands.