Good day, everyone, and welcome to the Sinclair Annual Meeting 2025. At this time, all participants have been placed on a listen-only mode. It is now my pleasure to turn the floor over to your host, Chris Ripley, President and Chief Executive Officer of Sinclair Inc. Sir, the floor is yours.
Good morning. I'm Chris Ripley, President and Chief Executive Officer of Sinclair Inc a s directed by the company's Board of Directors, I will be acting chairman of this annual stockholders' meeting. It is my pleasure to welcome you, whether you're attending remotely or in person. And it's 10:00 A.M., June 5th, 2025. And in accordance with the notice of the meeting, I call this annual meeting of stockholders to order. On April 25th, 2025, the board issued its notice of this annual meeting and proxy statement by which all stockholders of record, as of the close of business on March 17, 2025, were notified of the date and time of this annual meeting. For those stockholders wanting to attend this annual meeting in person, the board advised there may be location capacity limits, and therefore admission to the annual meeting could not be promised.
Consistent with past practice, the board encouraged all stockholders to vote their shares prior to the annual meeting. There are two primary reasons for that. Stockholders attending remotely are not able to vote or revoke a proxy through the teleconference or webcast, nor participate actively in the meeting. Stockholders attending in person could arrive at the meeting but not be admitted due to capacity limits or other reasons. Unless such stockholders are able to submit a completed proxy card prior to the commencement of their meeting, their votes will not be cast. For those stockholders attending in person and admitted to this annual meeting, when you registered this morning, each of you received a written copy of the rules of conduct for the annual meeting.
Any stockholder introducing a proposal or making a presentation today would also have received a written copy of the rules of conduct for this annual meeting. However, no proposals were submitted, and no stockholder presentations will be made at this annual meeting. The stockholders attending the meeting via the live teleconference or webcast are not permitted to participate actively and therefore have not received a copy of the rules of conduct. This annual meeting shall be conducted in accordance with the rules of conduct. Rex Morgan, the representative of the Inspector of Elections, has elected to attend the meeting in person to make his presentation.
Attending today's annual stockholders' meeting, either in person or remotely, are David D. Smith, Director and Executive Chairman, attending in person. Frederick G. Smith, Director and Vice President, attending in person. J. Duncan Smith, Director, Vice President, and Secretary, attending in person. Robert E. Smith, Director, attending remotely, Daniel C. Keith, Director, attending in person, Dr. Benjamin S. Carson Sr., Director, attending remotely, Howard E. Friedman, Director, attending remotely, Benson E. Legg, Director, attending in person, Laurie R. Beyer, Director, attending in person, Lucy A. Rutishauser, Executive Vice President, Chief Financial Officer, attending in person, Rob Weisbord, Chief Operating Officer and President of Local Media, attending in person, David Bochenek, Senior Vice President, Chief Accounting Officer, attending in person, David B. Gibber, Executive Vice President and Chief Legal Officer, attending in person.
Chris King, Vice President, investor relations, attending in person, Billie-Jo McIntire, Vice President, Corporate Finance, attending in person, Jason R. Smith, Executive Vice Chair, attending in person, Justin L. Bray, Senior Vice President, Treasurer, attending in person, Christopher Scott, AVP Accounting, attending in person, and Rex Morgan, BetaNXT Inc, Inspector of Elections, attending in person. At this point in the meeting, I'd like to provide a brief State of the Union on our company. But first, Chris King will deliver the Safe Harbor Statement.
As a reminder, certain matters discussed on this call may include forward-looking statements, including future operating results, which are subject to a number of risks and uncertainties. I remind you that actual results in the future could differ materially as a result of various factors, which can be found in our SEC reports, including the risk factors in our annual report on Form 10-K. The company undertakes no obligation to update these forward-looking statements.
Thank you, Chris. We thank our investors for joining us today as we reflect on the company's strong performance in 2024. Despite a dynamic and, at times, challenging market environment, our equity outperformed all of our publicly traded broadcast peers in 2024, both on a one-year and two-year basis, driven by our strategic initiatives, a robust core advertising business, record-breaking political spend, and a successful negotiation of significant retransmission deals with our distribution partners. Our focus on innovation has positioned us well for the future, and I'm confident that we are on the right trajectory to continue to deliver industry-leading returns for our shareholders. One of the highlights of our continued success has been the enduring strength of broadcast TV. In the face of ongoing industry trends towards digital media consumption, broadcast television remains an incredibly powerful platform.
In fact, in 2023 and 2024, 93 of the top 100 most-watched telecasts of the year were on broadcast TV. In particular, our core advertising revenues have demonstrated outstanding resilience to growth. We have seen strong performance across our advertising portfolio, outperforming our peers with best-in-industry core growth over the past couple of years. The demand for high-quality, results-driven advertising solutions has never been greater, and we're well positioned to continue to capture this growth by focusing on our entire suite of delivered content, local news operations, sports content, and our robust digital platforms. As an example, our sports podcast, launched in 2024, delivered top 10 sports podcast ratings. One of the most important obligations we have as a broadcaster to our audience is our local news. Sinclair takes a great deal of pride in delivering news that matters and that makes a significant difference in the communities we serve.
To that end, we've made significant investments in our news-gathering operations, people, technology, and stories that matter. The results have been evident. In 2024, Sinclair's newsrooms won a total of 232 journalism awards. Sinclair's local news programming ranked either number one or number two in its markets in over half of our total news markets. In addition to our production of original content on various digital, social, and audio platforms, we now produce more than 2,800 hours of live news coverage per week across our station footprint. Another key driver of our success has been the record-breaking year we experienced in 2024 in political advertising. Political advertising in election years has historically been a significant revenue driver for broadcast companies. And this past year, Sinclair capitalised on this opportunity more effectively than ever before.
Our ability to engage with political advertisers, deliver audience-targeted ad placements, and maximise the value of our broadcast and digital platforms helped us achieve unprecedented levels of revenue from this category. 2024 was also a busy year for our distribution team. We've renewed all of our traditional distribution and network affiliation agreements for the next couple of years, exceeding our internal estimates and without any blackouts. Looking ahead, we're optimistic about the future of the broadcast industry, particularly in light of recent changes in leadership at the Federal Communications Commission. From our perspective, these leadership changes at the FCC signal a renewed focus on ensuring that broadcast companies like Sinclair will have the opportunity to thrive and innovate and compete. We believe the environment is once again ripe for industry consolidation, and we remain focused on exploring all opportunities to drive values for our stakeholders.
We continue to be a leader in the industry, advocating for datacasting business opportunities that ATSC 3.0 can and should create. In 2024, we formed EdgeBeam with three other major broadcasters that should allow us to enjoy nationwide reach with next-gen applications such as automotive connectivity, content delivery networks, and enhanced GPS. We remain excited about the future of next-gen technologies and its business models. Sinclair Ventures also had a strong 2024 with $228 million in cash inflows from the exit of various minority investments in our investment portfolio. Our goal is to redeploy those proceeds into majority-owned investments in high-growth assets that we control and can consolidate on our balance sheet. The Tennis Channel had another solid year, delivering consistent revenue and operating cash flow while successfully launching the channel's direct-to-consumer product, which enables tennis fans anywhere to stream Tennis Channel's content from any connected device.
To further drive Tennis Channel's future success, we recently hired Jeff Blackburn to lead the Tennis Channel. Jeff was the primary architect of Amazon's expansion into streaming and sports through Prime Video. Early in 2025, we completed a comprehensive restructuring of our debt, significantly de-risking the company and extending our overall maturity profile to six and a half years. If changes in the FCC's rules allow us to expand the number of our TV stations and enter into other broadcast-related endeavours, our balance sheet is now well positioned to permit this expansion. Once again, Sinclair and its employees demonstrated their strong commitment to being good corporate citizens in our various and diverse communities. In 2024, Sinclair partnered with more than 400 nonprofit and civic organisations locally and across the country to help them raise nearly $25 million for local schools, community agencies, and disaster relief.
In addition, Sinclair helped to collect over 4.3 million pounds of food, over 250,000 diapers, and over 300,000 toys, and almost 6,300 units of blood for those in need, while donating over 7 million in promotional airtime to organisations. We are proud of the strong support given to our local communities. In closing, I would like to extend my sincere gratitude to our employees, partners, and most importantly, our shareholders for their unwavering support. The results we achieved in 2024 reflect the strength of our business as well as our creative, innovative, and entrepreneurial spirit and our ability to adapt to an ever-changing media landscape. We're incredibly excited about the future for Sinclair and the opportunities that lie ahead. We're committed to continuing growth, driving shareholder value, and remaining at the forefront of the local media industry. Mr. J. Duncan Smith, Corporate Secretary of the Company, will now report the mailing of notice and other formalities.
Thank you, Mr. Chairman. I wish to submit the following, a copy of the printed notice of this meeting dated April 25th, 2025, stating the time, purpose, and place of meeting. The complete list certified by the company's transfer agent of holder of shares of common stock of the company as of the close of business on March 17th, 2025, which is also the record date fixed by the Board of Directors for the shareholders entitled to notice of and to vote at this meeting. The affidavit of the company's transfer agent showing that a copy of the notice of this annual meeting was mailed in accordance with the bylaws of the company and to all shareholders of record.
I now order that the materials submitted by the Secretary be made a part of the minutes of this meeting. BetaNXT Inc has been appointed as the Inspector of Elections to tabulate the shares of common stock represented in person or by proxy at this meeting, as well as to tabulate the votes cast for each proposal to come before the meeting. I would like to introduce Rex Morgan, the representative of BetaNXT Inc a s indicated earlier, Mr. Morgan is attending the meeting in person. Mr. Morgan, are you prepared to report on the number of shares of common stock that are present either in person or by proxy?
Mr. Chairman, as of the record date of March 17th, 2025, there were 45,769,784 shares of Class A common stock and 23,775,066 shares of Class B common stock entitled to vote on each of the proposals. Each of such Class A is entitled to one vote on each of the proposals, and each of the Class B shares is entitled to 10 votes on each of the proposals. There are 60,879,411 Class A shares and Class B shares present in person or represented by a valid proxy at this meeting.
Thank you. As noted in the proxy, stockholders attending this meeting via the live teleconference or webcast are not deemed present at the meeting unless they are represented by a valid proxy. A quorum will be present if 141,760,175 votes are represented at this annual meeting, either in person by the stockholder or by proxy. Based on the report of Mr. Morgan, I hereby declare that a quorum is present at this meeting. The four proposals submitted for stockholder action at this meeting are fully explained in the proxy statement dated April 25, 2025. As noted in the proxy statement, stockholders attending this meeting via the live teleconference or webcast are not able to vote via the live teleconference or webcast, nor are they able to revoke their proxy. However, any previously submitted proxies are deemed voted and will be included in the tabulation of balloting.
The next order of business is the election of nine directors to serve for one year until their successors are duly elected and qualified. The nine directors who receive the most votes will be elected. This is called a plurality. If you have withheld your vote on the proxy card, your vote will not count for or against the nominee. Broker non-votes are not counted as votes cast for nominees and will not affect the outcome of the proposal. I will call upon Secretary J. Duncan Smith, who will present the names of the persons nominated by management.
Thank you, Mr. Chairman. Those nominated for election as directors of the company to serve for the term of one year and until their successors are duly elected and qualified are the following: David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith, Laurie R. Beyer, Benjamin S. Carson Sr., Howard E. Friedman, Daniel C. Keith, Benson E. Legg.
You've heard the motion. Are there any other nominations? Hearing none, I declare the nominations closed. Is there a second?
I second.
We will now move forward with the vote. The next proposal submitted to the stockholders for action is the ratification of the audit committee's appointment of PricewaterhouseCoopers LLP as the independent auditors of the company. An affirmative vote of the majority of the votes cast is required to ratify this proposal. If you abstain from voting, your abstention will not count as a vote for or against the proposal. The audit committee previously recommended to the Board of Directors that the board ratify the audit committee's appointment of PricewaterhouseCoopers LLP as the company's independent auditors for the year ended December 31st, 2025, and the directors have also unanimously done so. Laurie Beyer, the chair of the audit committee, will further address the stockholders at this time.
So as you know, the Audit Committee has been assigned the responsibility for the selection of the independent auditor for the company. The Audit Committee discussed this proposal received from PricewaterhouseCoopers, otherwise known as PwC, with members of the firm, and was satisfied that they have the qualifications and experience to handle the audit of the company and its subsidiaries. Based on these discussions with management, the Audit Committee agreed that it's in the best interest of the company to engage PwC going forward in 2025. Based on the recommendations of the Audit Committee as well as the board approving this, the board unanimously ratified the appointment and has recommended PwC as the independent auditors for the company's year ended December 31, 2025. The Audit Committee will continue to work closely and regularly with the company's independent auditors and will periodically evaluate their work to ensure quality. I move for the ratification by the stockholders of the appointment of PwC as the independent auditors of the company and its subsidiaries.
You've heard the motion for ratification of the audit committee's recommendation. Are there any questions or further discussions needed? Hearing none, is there a second?
I second.
We'll now move forward with the vote. In accordance with the Dodd-Frank Wall Street Reform Act and the Consumer Protection Act of 2010, the company has submitted an advisory Say-on-Pay resolution for stockholder consideration. This resolution is contained in proposal three of the proxy statement. The company believes that its executive compensation is tied to individual and company performance and is designed to support the company's long-term success by attracting and retaining talented senior executives and aligning their interests with the interests of our stockholders. We have provided detailed information on our executive compensation policy and procedures, as well as the actual compensation paid to our named executive officers in the compensation discussion and analysis and in the related tables and narrative in the proxy statement. All compensation programs for named executive officers are reviewed by the compensation committee.
The Board of Directors and the compensation committee both value the opinions of our stockholders and will consider any stockholder concerns and whether any action is necessary to address those concerns. With this in mind, we currently conduct an advisory vote on the executive compensation every year, and following the 2025 annual meeting of stockholders, we expect to conduct the next advisory vote at the 2026 annual meeting of the stockholders. This Say-on-Pay vote is advisory only and is not binding on the company. For all the reasons stated in the proxy statement, the Board unanimously recommends that the stockholders vote for the resolution contained in proposal three of the proxy statement and approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement.
The affirmative non-binding advisory vote of the majority of the votes cast is required to approve on an advisory basis the Say-on-Pay resolution contained in proposal three. If you abstain from voting, your abstention will not count as a vote for or against the proposal. You have heard the resolution for a non-binding advisory vote on our executive compensation. Are there any questions or further discussions needed? Hearing none, is there a second?
I second.
We will now move forward with the vote. As requested by the controlling stockholders, the board is requesting an approval of an amendment to the company's Articles of Amendment and Restatement of the Articles of Incorporation, which will expand the definition of permitted transferees of the company's Class B common stock to provide the controlling shareholders or stockholders with additional estate planning flexibility. Subject to the approval of the stockholders at the annual meeting, the proposed amendment adds a clause eight to the definition of permitted transferee in Article Five, Paragraph B of the company's charter.
The new clause eight provides the controlling stockholders with the right to transfer or contribute their Class B shares to certain tax-exempt organisations, such as private foundations, public charities, and social welfare organisations, with which the controlling shareholders are or may be affiliated or over which they have some level of control without triggering an automatic conversion of Class B shares to Class A shares. The affirmative vote of two-thirds of all votes entitled to be cast at the annual meeting is required to approve the proposed amendment to the company's articles, articles of amendment, and restatement of the articles of incorporation. The controlling stockholders, all of whom are company directors and three of whom are company officers, have a personal interest in adoption of the proposed amendment and have informed the board that they are all intending to vote in favour of the proposed amendment.
If the amendment is approved by a vote of two-thirds of the stockholders, the amendment will become effective upon filing of the articles of amendment with the Maryland State Department of Assessment and Taxation, which the company anticipates filing promptly following the annual meeting. For all the reasons stated in the proxy statement, the board unanimously recommends that the stockholders vote for the resolution contained in proposal four of the proxy statement and approve the amendment to the company's Articles of Amendment and Restatement of the articles of incorporation. Again, the affirmative vote of two-thirds of the votes cast is required to approve the resolution contained in proposal four. If you abstain from voting, your abstention will not count as a vote for or against the proposal. You have heard the resolution to amend the company's Articles of Amendment and Restatement of the Articles of Incorporation. Are there any questions or further discussion needed? Are there any questions? Hearing none, is there a second?
I second.
We will now move forward with the vote. Will the representative of the inspectors of election please report the results of the balloting?
Thank you, Mr. Chairman. Each nominee for director nominated by the board of directors has received a plurality of votes of the shares present in person or represented by proxy and entitled to vote on the election. Directors are duly elected. The majority of the shares present in person or represented by proxy and entitled to vote have voted to ratify the appointment of PricewaterhouseCoopers LLP, as the company's independent auditors for the fiscal year ending December 31st, 2025. The majority of the shares present in person or represented by proxy and entitled to vote have been voted on an advisory basis for the company's executive compensation. Two-thirds of the shares present in person or represented by proxy and entitled to vote have been voted for the approval of to amend the company's articles of amendment and restatement of articles of incorporation.
Thank you. I now declare that, one, the nominees for directors have been duly elected, two, the appointment of PricewaterhouseCoopers LLP to audit the financial statements of the company and its subsidiaries for the year ending December 31st, 2025, has been ratified, three, the non-binding advisory vote on the company's executive compensation was approved, and four, the company's articles of amendment and restatement of the articles of incorporation will be amended in accordance with proposal four contained in the company's 2025 proxy statements. I direct that the results certified by the inspectors of elections be attached to the minutes of this meeting and be made a part thereof. There are no other matters for consideration that have been properly presented to this annual stockholders meeting, so we will now move on to any questions and discussions by stockholders. Who's got a question?
I was asked [audio distortion] of the annual report, and it's right up there if I read it correctly. [audio distortion] It didn't do too well compared to the rest of the [audio distortion] is worth about $0.62 now, and that's not including inflation. I can imagine that it could be worth $0.50 now. And obviously, the top part of the graph would be wonderful, but even the middle part, we've treading water, but we didn't even do that. Now, is that an industry-wide thing or?
Certainly, if you were to look across the media industry in that same time period, you would see that Sinclair outperformed the industry from a media perspective. Now, we understand that you don't eat relative performance, so it kind of doesn't pay the bills, right? So we're very conscious that stockholders have options for where they put their money, and our focus on getting that share price up despite issues and challenges within the industry is our primary goal, and we've got a number of things that we're working on, including ventures, diversification there, including ATSC 3.0 and data casting, including all of our various initiatives and broadcasts like podcasting, like digital, like social. These are all items that differentiate us versus our media peers and that will help drive our share price, hopefully not just to beat them, but to also beat some of those charts, some of the indices and the charts there.
Thank you.
Are you allowed to mention how valuable Ventures is [audio distortion] ?
Yeah. We recently went through a review of our—the whole industry went through an SEC review of our disclosure, and we were told not to disclose the NAV of our ventures portfolio anymore. So you might have noticed in our disclosure that that isn't there anymore. But that doesn't mean that those minority investments, which we are monetising, they are very valuable. And we continue to monetise those. In fact, last year, as I noted, we monetised $228 million out of that minority portfolio into cash. And we've been continuing to do that this year, and there should be some more monetisations that happen through the end of 2025. So it dovetails with our strategy of reducing that minority portfolio and reinvesting that into majority-owned growth businesses that can be consolidated so that you all as stockholders can get better visibility into what the value of those investments are. Other questions?
[audio distortion] have for broadcast news, how much is news? How much is [audio distortion] ? How much is stuff like that?
From an advertising perspective?
From [audio distortion] ?
Yeah. So on the broadcast business, a little over half of the revenue comes from distribution. So cable companies, satellite companies, virtual MVPDs. And then the other half, the less than half, is advertising. On the advertising side, you had mentioned wrestling, but we don't have Ring of Honor anymore, so that's not in there. Yes, that was sold a few years ago. And local news, and Lucy will have to keep me honest on that, local news, I think, is around 30%-40% of the advertising pie for, so you take a little less than half is total advertising. 30%-40% would be local news. And then the other categories, which are smaller, would be things like syndicated programming, network prime time, and then sports. All right. Other questions? I did want to note before we close up the meeting that the Executive Chairman here reminded me here that this is the 30th anniversary of Sinclair being public this year. So it's been a great run.
Of course, I remember that. That makes sense.
Okay.
You remember that?
Yep.
So thank you for your questions. And to the extent that you weren't able to get your questions in or you have further questions you want to follow up on, please reach out to our investor relations department with your inquiry. If there are no other business, the chair will entertain a motion to adjourn. Is there a second?
I second.
All in favour?
Aye.
Aye.
Before the adjournment, I would like to express my sincere appreciation to the stockholders who attended in person or remotely, as well as those who have submitted their proxies and were unable to be present in person or remotely. We appreciate your continued support. Please be safe and stay safe. The meeting is now adjourned.
Thank you. That conclude today's event, you may disconnect at this time and have a wonderful day. Thank you for your participation.