GRAY MEDIA, INC

false 0000043196 0000043196 2026-05-06 2026-05-06 0000043196 gtn:ClassACommonStockNoParValueCustomMember 2026-05-06 2026-05-06 0000043196 gtn:CommonStockNoParValueCustomMember 2026-05-06 2026-05-06 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