Greetings. Welcome to the Sinclair 2023 annual shareholders meeting. Please note this conference is being recorded. I will now turn the conference over to your host, Chris Ripley, President and CEO. Sir, you may begin.
Thank you, operator. Good morning. I'm Chris Ripley, President and Chief Executive Officer of Sinclair Broadcast Group Inc. As directed by the company's board of directors, I'll be acting chairman of this annual shareholders meeting. It's my pleasure to welcome you, whether you're attending remotely or in person. It is 10:00 A.M., May 18th, 2023. In accordance with the notice of the meeting, I call this annual meeting of the shareholders to order. On April 5th, 2023, the board issued its notice of this annual meeting and proxy statement, by which all shareholders of record as of the close of business on March 24th, 2023, were notified of the date and time of this annual meeting.
For those shareholders wanting to attend this annual meeting in person, the board advised that there may be location capacity limits and therefore admission to the annual meeting could not be promised. Consistent with past practices, the board encouraged all shareholders to vote their shares prior to the annual meeting. There are two primary reasons for that. Shareholders attending remotely are not able to vote or revoke a proxy through the teleconference or webcast, nor participate actively in the meeting. Shareholders attending in person could arrive at the meeting but not be admitted due to capacity limits or other reasons. Unless such shareholders are able to submit a completed proxy card prior to the co-commencement of the meeting, their votes would not be cast.
For shareholders 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 shareholder introducing a proposal or making a presentation today would have also received a written copy of the rules of conduct for this annual meeting. However, no proposals were submitted and no shareholder presentations will be made at this annual meeting. Shareholders 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.
Ted Wiener, the representative and of the Inspector of Elections, has elected to attend the meeting in person to make his presentation. Attending today's annual meeting, either in person or remotely, are David D. Smith, Director and Executive Chairman, who is 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 remotely. Dr. Benjamin S. Carson, Sr., Director, attending remotely. Howard E. Friedman, Director, attending in person. Benson E. Legg, Director, attending remotely. Laurie R. Beyer, Director, attending in person.
Lucy A. Rutishauser, Executive Vice President, Chief Financial Officer, attending in person. David Bochenek, Senior Vice President, Chief Accounting Officer, attending in person. David B. Gibber, Senior Vice President and General Counsel, attending in person. Chris King, Vice President, Investor Relations, attending in person. Billie-Jo McIntire, AVP, Investor Relations, attending in person. lastly, Ted Wiener, American Stock Transfer & Trust Company, LLC, 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.
Good morning. 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. Good morning. Thank you for joining us today as we update you on exciting developments at Sinclair. As we continue to transform from a traditional broadcast company to a diversified content and data distributor, we are committed to creating an even more efficient organization that can identify and accelerate growth opportunities while maintaining a strong commitment to content creation and technological innovation. Our first quarter results demonstrated a solid start to 2023, with Sinclair meeting or beating guidance on all key metrics. This is a testament to our dedication to providing the best experience for our audiences and delivering value through top content and innovative technology solutions. We have continued to innovate in the advertising space, rolling out a unified ad platform that combines all of our linear and digital assets, allowing us to offer more effective solutions to advertisers.
We are proud to be the first local broadcaster to consolidate all saleable inventory into a single sales system. Our yield management platform, which optimizes pricing and maximizes revenue using artificial intelligence, was completed on a national rollout. These initiatives are geared towards ensuring that our inventory is easy to package and price to maximize revenue for our company and shareholders, especially as we head into what is anticipated to be a highly contested presidential race in 2024, which we expect to deliver record-breaking political advertising revenue. We are investing in cutting-edge technology that will transform our operational workflow and add many enhanced capabilities to our newsgathering and media operations systems. This includes migrating some of our operations to the cloud, which will optimize our workflows, improve operational outcomes, and pave the way for more advanced capabilities.
At Sinclair, we're leading the charge in NextGen Broadcast technology, now deployed in over 60% of the country with an industry goal of 75% US coverage by year-end. We are partnering with CAST.ERA, SK Telecom, and Saankhya Labs to build and operate a NextGen Broadcast data distribution core network available to all broadcasters, providing commercial services and solutions for national data distribution. This platform will manage data casting across the US, allowing us to better serve our communities on market-disrupting terms and increasing the value of spectrum for all broadcasters. This year, we also announced several distribution agreements to expand the reach of our networks, including Tennis Channel, which celebrates its 20th anniversary this year, as well as T2 and our growth networks Comet, CHARGE!, and TBD.
Our core television business remains strong, and our broadcast stations continue to be recognized for their dedication to community and advocacy journalism and their commitment to journalistic excellence and integrity. We are proud of the roughly 80 awards our stations have won for their reporting so far this year, including a prestigious National IRE Award and three National Headliner Awards. As a company, we are committed to giving back to the communities we serve. We recently launched our first annual Sinclair Day of Service to encourage our employees to give back to their local communities. We are also expanding employee programs to strengthen diversity and equal employment opportunities, increase our community outreach, and enhance governance and risk management. As we look into the future, we're excited about the opportunities that lie ahead.
We will continue to invest in our people, processes, and technology to drive innovation and growth with our continued focus on providing significant value to our shareholders. Thank you for your continued support. Mr. J. Duncan Smith, corporate secretary of the company, will you now report on 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 5th, 2023, stating time, purpose, and place of meeting. A complete list certified by the company's transfer agent of holders of shares of common stock of the company as of the close of business on March 24th, 2023, which is also the recorded 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 to all shareholders of record.
I now order that the material submitted by the secretary be made part of the minutes of this meeting. American Stock Transfer & Trust Company, LLC has been appointed as 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 Ted Wiener, the representative of American Stock Transfer & Trust Company, LLC. As indicated earlier, Mr. Wiener is attending the meeting in person. Mr. Wiener, 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, March 24, 2023, there were 45,481,625 shares of Class A common stock and 23,775,056 shares Class B common stock entitled to vote on each of the proposals. Each of such Class A share 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 54,517,474 Class A and Class B shares present in person or represented by a valid proxy ballot.
As noted in the proxy statement, shareholders attending this meeting via the live conference or webcast are not deemed present at the meeting unless they are represented by a valid proxy. A quorum will be present if 141,616,095 votes are represented at the annual meeting, either in person or by proxy. Based on the report of Mr. Wiener, I hereby declare that a quorum is present at the meeting. The four proposals submitted for shareholder action at this meeting are fully explained in the proxy statement dated April 5th, 2023. As noted in the proxy statement, shareholders 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.
Any previously submitted proxies are deemed voted and will be included in the tabulation of the balloting. The next order of business is the election of nine directors to serve for one year and 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 the Secretary, J. Duncan Smith, who will present the names of those persons nominated by management.
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 as follows: David D. Smith, Frederick G. Smith, J. Duncan Smith, Robert E. Smith, Laurie R. Beyer, Howard E. Friedman, Daniel C. Keith, Benson E. Legg, Benjamin S. Carson Sr.
You have 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, originally submitted to the shareholders for action, is the ratification of the Audit Committee's appointment of PricewaterhouseCoopers LLP as the independent auditors of the company. The affirmative vote of a majority of the votes cast is required to ratify this proposal. If you abstain from voting or 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 ending December 31st, 2023. The directors have also unanimously done so. I now call upon Laurie R. Beyer, the Chairman of the Audit Committee, to further address the shareholders at this time.
Good morning. The Audit Committee has been assigned the responsibility for appointing the independent audit committee. I apologize, I've got a sore throat. It's been going on for a couple of weeks. The Audit Committee has discussed the proposal received from PwC with members of the company and was satisfied that they had the qualifications and experience to handle the audit of the company and its various subsidiaries. Based on these discussions with management, the Audit Committee agreed that it is in the best interest of the company to engage PricewaterhouseCoopers to do this work as independent auditors. Based upon the recommendation of the Audit Committee, the Board unanimously ratified the appointment of the recommendation that PricewaterhouseCoopers continue to do the work of independent auditors for the company and its subsidiaries for the year ending December 31st.
The Audit Committee continues to work closely with PwC on a quarterly basis. They report back to us to make sure that the work is quality and is meeting all the regulatory requirements. I move as the Audit Chair for the ratification by the shareholders for the appointment of PricewaterhouseCoopers as the independent auditors of the company and its subsidiaries going forward.
You have heard the motion for the ratification of the Audit Committee's recommendation. Are there any questions or further discussions needed? Hearing none. Is there a second?
I second.
We will now move forward with the vote. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the company has submitted an advisory say on pay resolution for shareholder consideration. This resolution is contained in Proposal 3 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 shareholders. We have provided detailed information on our executive compensation policies 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 narratives 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 shareholders and will consider any shareholder concerns and whether any actions are necessary to address those concerns. With this in mind, we currently conduct an advisory vote on executive compensation every three years. This say on pay advisory vote is advisory only and not binding on the company. For all the reasons stated in the proxy statement, the Board unanimously recommends that the shareholders vote for the resolution contained in Proposal 3 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 3.
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 executive compensation. Are there any questions or further discussion needed? Hearing none. Is there a second?
I second.
We will now move forward with the vote. In accordance with the Dodd-Frank Act, we are asking stockholders to approve on an advisory basis whether future non-binding advisory votes on our named executive officers compensation should occur every year, every two years, or every three years. Stockholders will be able to specify one of four choices on this proposal on the proxy card. Three years, two years, one year, or abstain. If you abstain from voting, your abstention will not count as a non-binding vote for any of the three choices contained in this proposal. For the reasons stated in the proxy statement, the board unanimously recommends an advisory vote on executive compensation every three years. You have heard the board's recommendation on Proposal 4. Are there any questions or further discussions needed? 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. Proposal 1, each nominee for director nominated by the board of directors has received the plurality of the votes of the shares present in person or represented by proxy, entitled to vote on the election of directors and are duly elected. Proposal 2, a majority of the shares present in person or represented by proxy entitled to vote have voted to ratify the appointment of PricewaterhouseCoopers LLP, as the company's independent auditors for the fiscal year ending December 31, 2023. Proposal 3, majority of the shares present in person or represented by proxy entitled to vote have been voted on an advisory basis for approval of the company's executive compensation. Finally, Proposal 4, a majority of the votes entitled to vote have been voted on an advisory basis for Proposal 4, establishing the frequency of advisory votes on executive compensation for every three years.
I now declare that the nominees for directors have been duly elected. The appointment of PricewaterhouseCoopers LLP, to audit the financial statements of the company and its subsidiaries for the year ending December 31st, 2023, has been ratified. The non-binding advisory vote on the company's executive compensation was approved, and the non-binding advisory vote on a three-year frequency of advisory votes on executive compensation was approved. I direct the results certified by the inspectors of elections be attached to the minutes of this meeting and be made a part thereof. We now come to that part of the agenda for general questions and discussion. Does anyone present have any questions? If so, please submit them now or raise your hand to be recognized. If we are prohibited from responding now or in recognizing you at this meeting, please reach out to our investor relations department with your inquiry.
Questions from the room. Okay. No questions. Hearing none, in terms of questions from the room, if there are no other business, the chair will entertain a motion to adjourn. Is there a second?
I second.
All in favor?
Aye.
Before the adjournment, I would like to express my sincere appreciation for the shareholders who attended in person and remotely, as well as those who have submitted their proxies and were unable to be present in person or remotely. We appreciate your support. Please be safe and stay healthy. The meeting is adjourned.
This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.