false 0000043196 0000043196 2025-05-07 2025-05-07 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2025-05-07 2025-05-07 0000043196 gtn:CommonStockNoParValueCustomMember 2025-05-07 2025-05-07

 

 

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

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:

 

 

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. ☐

 

 

 

The Board of Directors (the “Board”) of Gray Media, Inc. (the “Company”), previously approved, subject to shareholder approval, the amendment and restatement of the Gray Television, Inc. 2022 Equity and Incentive Compensation Plan (as amended and restated, the “Plan”), to increase the number of shares of the Company’s common stock and Class A common stock reserved for issuance thereunder and to extend the termination date of the plan to the 10th anniversary of the date of shareholder approval.

 

The Company’s shareholders approved the Plan at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”) held on May 7, 2025. A detailed summary of the material terms of the Plan appears under the caption “Proposal 2 - Approval of the Amendment and Restatement of the Gray Television, Inc. 2022 Equity and Incentive Compensation Plan” in the Company’s proxy statement (the “Proxy Statement”) for the Annual Meeting filed with the Securities and Exchange Commission on March 27, 2025, which description is incorporated by reference herein.

 

The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

 

On May 7, 2025, 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. 2 (Approval of the Amendment and Restatement of the Company’s 2022 Equity and Incentive Compensation Plan):

 

 

 

Proposal No. 3 (Ratification of the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2025):

 

 

 

 

 

 

 

 

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.