Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2023, the Board of Directors of Nexstar Media Group, Inc. (the "Company") approved an amendment and restatement of the Company's bylaws (the "Second Amended and Restated Bylaws"), effective as of January 26, 2023.

The amendments set forth in the Second Amended and Restated Bylaws, among other things, (1) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at meetings of the Company's stockholders, including, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Securities Exchange Act of 1934, as amended, within eight business days of the meeting, (2) clarify the power of the Board of Directors and the chairperson of a meeting of stockholders to set rules for the conduct of any meeting of the Company's stockholders, (3) revise the majority voting provision to clarify when an election will be deemed contested, (4) adopt gender-neutral terms when referring to particular positions, offices or title holders, and (5) make certain administrative, modernizing, clarifying, and conforming changes, including making updates to reflect recent amendments to the Delaware General Corporation Law.

The foregoing summary of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.       Description
3.1                 Second Amended and Restated Bylaws of Nexstar Media Group,
                  Inc. adopted on January 26, 2023
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document).

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