Tegna (TGNA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 18, 2025, to vote on a proposed merger with Nexstar Media Group, Inc. via Teton Merger Sub, Inc., making the company a wholly owned subsidiary of Nexstar at $22.00 per share in cash.

• Board of Directors unanimously recommends voting FOR the Merger Agreement, the Compensation Proposal, and the Adjournment Proposal.

• If approved, shares will be delisted from the NYSE and deregistered under the Exchange Act; non-approving shareholders may exercise appraisal rights.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) adoption of the Merger Agreement, (2) advisory approval of executive compensation related to the merger, and (3) adjournment of the meeting if more votes are needed.

• Approval of the Merger Agreement requires a majority of outstanding shares; compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Failure to vote or broker non-votes will count as votes against the Merger Agreement Proposal.

Board of directors and corporate governance

• Board determined the merger is fair and in the best interests of shareholders, after considering financial, strategic, and industry factors.

• Board may change its recommendation in response to a superior proposal or intervening event, subject to negotiation and a $120 million termination fee.