Tegna (TGNA) Proxy Filing summary

Executive summary

• Special meeting called for shareholders to vote on a merger with Nexstar Media Group, making the company a wholly owned subsidiary and delisting its stock from the NYSE at $22.00 per share in cash.

• Board unanimously recommends voting FOR the merger, executive compensation related to the merger, and potential adjournment to solicit more proxies if needed.

• Allen & Company provided a fairness opinion, stating the merger consideration is fair from a financial perspective.

Voting matters and shareholder proposals

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

• Approval of the merger 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 but not against the compensation or adjournment proposals.

Board of directors and corporate governance

• Board unanimously determined the merger is fair and in the best interests of shareholders, and recommends approval.

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