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8-KThe WireRoutine

Shareholder Vote

Filed May 6, 2026 · 1mo ago · Accession 0001437749-26-015225

Plain English

Gray Media, Inc. held its 2026 Annual Meeting of Shareholders on May 6, 2026, where shareholders voted on the election of directors, advisory approval of executive compensation, and ratification of the independent registered public accounting firm. The results of these votes are now reported.

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, 2026 ( May 6, 2026 )   Gray Media, 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 5.07 Submission of Matters to a Vote of Security Holders.   On May 6, 2026, Gray Media, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "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.     149,824,872       3,203,794       25,487,073   Howell W. Newton     131,846,447       21,182,219       25,487,073   Richard L. Boger     132,410,496       20,618,170       25,487,073   Luis A. Garcia     149,732,111       3,296,555       25,487,073   Richard B. Hare     121,849,008       31,179,658       25,487,073   Robin R. Howell     149,842,359       3,186,307       25,487,073   Donald P. LaPlatney     149,860,542       3,168,124       25,487,073   Lorraine McClain     134,425,816       18,602,850       25,487,073   Paul H. McTear     149,726,438       3,302,228       25,487,073   Sterling A. Spainhour Jr.     134,410,362       18,618,304       25,487,073     Each of the directors listed above were elected at the Annual Meeting to serve as directors of the Company until the 2027 Annual Meeting of Shareholders or until their successors are duly elected and qualified.   Proposal No. 2 (Approval, on a non-binding advisory basis, of the compensation of the Company ’ s named executive officers):   Votes For     Votes Against     Abstain     Broker Non-votes   138,523,245     14,374,594     130,827     25,487,073       Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company ’ s independent registered public accounting firm for 2026):   Votes For     Votes Against     Abstain   177,363,790     1,078,464     73,485           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 Media, Inc.         May 6, 2026 By:     /s/ Jeffrey R. Gignac       Name:   Jeffrey R. Gignac        Title:   Executive Vice President and Chief Financial Officer
Filing details
Ticker
GTN
CIK
43196
Form type
8-K
Filing date
May 6, 2026
Report date
May 6, 2026
Document
gtn20260506d_8k.htm
Size
203 KB