Sinclair (SBGI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, with voting available online, by phone, or mail for shareholders of record as of March 17, 2025.

• Four main proposals will be presented: election of nine directors, ratification of PwC as auditor, advisory vote on executive compensation, and an amendment to expand “Permitted Transferees” of Class B stock.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of nine directors for a one-year term; controlling shareholders collectively hold 81% of voting power.

• Proposal 2: Ratification of PwC as independent auditor for 2025; a representative will attend the meeting.

• Proposal 3: Non-binding advisory vote on executive compensation (“say-on-pay”).

• Proposal 4: Amendment to expand “Permitted Transferees” of Class B stock to include certain tax-exempt organizations for estate planning flexibility.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025.

Board of directors and corporate governance

• Board consists of nine members, including four Smith family members; all directors attended at least 75% of meetings in 2024.

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

• The company qualifies as a “Controlled Company” under Nasdaq rules, exempting it from certain independence requirements.

• Five directors are deemed independent; committee memberships and charters are disclosed.