Versant Media Group (VSNT) Proxy filing summary

Executive summary

• Completed spin-off from Comcast in January 2026, establishing as an independent public company focused on media and entertainment across four core markets: political news, business news, golf/athletics, and sports/genre entertainment.

• Achieved $6.7B in revenue, $930M net income, and $2.2B Standalone Adjusted EBITDA in 2025, with EBITDA margins above 30%.

• Expanded digital platforms, secured long-term sports rights, and completed acquisitions of INDY Cinema Group and Free TV Networks to strengthen distribution and engagement.

• Declared first quarterly dividend ($0.375/share) and authorized $1B share repurchase, emphasizing balanced capital allocation and shareholder returns.

• Launched a unified Community Impact strategy focused on education, empowerment, opportunity, and goodwill.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, ratification of Deloitte & Touche LLP as independent auditors for 2026, advisory vote on frequency of say-on-pay (Board recommends one year), and approval of an Employee Stock Purchase Plan.

• Board recommends voting for all director nominees, for auditor ratification, for one-year say-on-pay frequency, and for the stock purchase plan.

Board of directors and corporate governance

• Board consists of 10 nominees, 9 of whom are independent; all committees are fully independent.

• Board leadership is separated: independent Chairman and CEO roles.

• Annual board and committee evaluations, robust shareholder engagement, proxy access bylaw, and no poison pill.

• Board diversity includes two women and three racially/ethnically diverse directors.

• Strong ethics and compliance culture, with a comprehensive Code of Conduct and anonymous complaint process.