Sinclair (SBGI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amendment to the Articles of Incorporation.

• Voting is available by proxy, with detailed instructions for both registered and beneficial owners; a quorum requires a majority of all votes entitled to be cast.

• The Board recommends voting in favor of all proposals, including the election of nine directors, ratification of PwC as auditor, approval of executive compensation, and an amendment expanding “Permitted Transferees” for Class B stock.

Voting matters and shareholder proposals

• Proposals include: election of nine directors for one-year terms, ratification of PwC as independent auditor, a non-binding advisory vote on executive compensation, and approval of an amendment to expand “Permitted Transferees” for Class B stock.

• The amendment allows Class B shares to be transferred to certain tax-exempt organizations for estate planning without triggering conversion to Class A shares.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, with additional requirements for nominations and universal proxy rules.

Board of directors and corporate governance

• The Board consists of nine members, including four Smith family members who collectively control 81% of voting power.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Regulatory, and Cybersecurity.

• The company qualifies as a “Controlled Company” under Nasdaq rules, exempting it from certain independence requirements.

• All directors attended at least 75% of Board and committee meetings in 2024.