Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549   FORM 8-K   CURRENT REPORT   Pursuant to Section   13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported) May 6, 2022 ( May 5, 2022 )   Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter)     Georgia 001-13796 58-0285030  (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)     4370 Peachtree Road, NE , Atlanta , Georgia   30319 (Address of Principal Executive Offices)   (Zip Code)   404 - 504-9828 (Registrant’s Telephone Number, Including Area Code)   Not Applicable (Former Name or Former Address, if Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:   Title of each Class Trading Symbol(s) Name of each exchange on which registered Class A common stock   (no par value) GTN.A New York Stock Exchange common stock   (no par value) GTN New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers   The Board of Directors (the “Board”) of Gray Television, Inc. (the “Company”), previously approved, subject to shareholder approval, the Gray Television, Inc. 2022 Equity and Incentive Compensation Plan (the “Plan”). The Company’s shareholders approved the Plan at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 5, 2022. A detailed summary of the material terms of the Plan appears under the caption “Proposal 2 - Approval of the Gray Television, Inc. 2022 Equity and Incentive Compensation Plan” in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2022, which description is incorporated by reference herein.   Item 5.07 Submission of Matters to a Vote of Security Holders.   On May 5, 2022, the Company held its Annual Meeting. The results of voting on the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting were as follows:   Proposal No. 1 (Election of Directors):   Nominee   Votes For   Votes Withheld   Broker Non-Votes               Hilton H. Howell, Jr.    132,238,358    2,880,959    15,020,635 Howell W. Newton    129,566,734    5,552,583    15,020,635 Richard L. Boger    128,995,799    6,123,518    15,020,635 T. L. Elder    132,574,074    2,545,243    15,020,635 Luis A. Garcia    134,171,387    947,930    15,020,635 Richard B. Hare    124,926,576    10,192,741    15,020,635 Robin R Howell    134,015,261    1,104,056    15,020,635 Donald LaPlatney    134,201,982    917,335    15,020,635 Lorraine McClain    134,755,767    363,550    15,020,635 Paul H McTear    134,391,257    728,060    15,020,635 Sterling A Spainhour Jr.    131,451,781    3,667,536    15,020,635   Proposal No. 2 (Approval of 2022 Equity and Incentive Compensation Plan):   Votes For   Votes Against   Abstain 129,908,833   5,115,127   95,357   Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company ’ s independent registered public accounting firm for 2022):   Votes For   Votes Against   Abstain 149,762,654   327,544   49,754         SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     Gray Television, Inc.         May 6, 2022 By:   /s/ James C. Ryan       Name:   James C. Ryan        Title:   Executive Vice President and Chief Financial Officer