Sinclair (SBGI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with voting on key proposals including director elections, auditor ratification, and executive compensation advisory vote.

• Proxy materials distributed electronically per SEC e-proxy rules, with options for printed copies upon request.

• Voting rights are determined by share class, with Class A shares having one vote and Class B shares ten votes each; controlling stockholders hold over 80% of voting power.

Voting matters and shareholder proposals

• Proposals include election of nine directors for one-year terms, ratification of PwC as independent auditor for 2026, and a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of nine members, including four Smith brothers who are parties to a stockholders' agreement ensuring their election through 2036.

• Majority of the Board meets Nasdaq independence criteria, despite controlled company status.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Regulatory, and Cybersecurity Committees.

• Board and committee meetings had high attendance, and all directors attended at least 75% of meetings.