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Home › Companies › Gray Media, Inc. › 2024-2025

Gray Media, Inc. 2024-2025 Proxy Voting Records

At Gray Media, Inc.'s shareholder meeting held May 7, 2025, in the 2024-2025 proxy season, 57 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 2,235 separate fund positions. On the most widely held item on that ballot — THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE GRAY MEDIA, INC. 2022 EQUITY AND INCENTIVE… — FOR was 94% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Gray Media, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 7, 2025.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and Gray Media, Inc.’s Form 8-K, filed May 7, 2025 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 12Ballot items
  • 57Asset managers
  • 2,235Fund votes
  • May 7, 2025Meeting date

Results at a glance

Meeting of May 7, 2025: 12 items on Gray Media, Inc.’s Form 8-K, filed May 7, 2025: 12 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Gray Media, Inc. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by Gray Media, Inc.

These tallies are Gray Media, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 7, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Gray Media, Inc. — official shareholder meeting results, meeting held May 7, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Hilton H. Howell, Jr. 135,010,053---- 3,114,48432,189,153 98%Not verified—
Elect Director: Howell W. Newton 116,072,545---- 22,051,99232,189,153 84%Not verified—
Elect Director: Richard L. Boger 116,164,761---- 21,959,77632,189,153 84%Not verified—
Elect Director: Luis A. Garcia 134,855,044---- 3,269,49332,189,153 98%Not verified—
Elect Director: Richard B. Hare 113,191,612---- 24,932,92532,189,153 82%Not verified—
Elect Director: Robin R. Howell 135,393,509---- 2,731,02832,189,153 98%Not verified—
Elect Director: Donald P. LaPlatney 135,521,426---- 2,603,11132,189,153 98%Not verified—
Elect Director: Lorraine McClain 118,538,670---- 19,585,86732,189,153 86%Not verified—
Elect Director: Paul H. McTear 134,876,161---- 3,248,37632,189,153 98%Not verified—
Elect Director: Sterling A. Spainhour Jr. 118,872,297---- 19,252,24032,189,153 86%Not verified—
2. (Approval of the Amendment and Restatement of the Company ' s 2022 Equity and Incentive Compensation Plan) 129,076,4278,929,159118,951 --32,189,153 94%Not verified—
3. (Ratification of the appointment of RSM US LLP as the Company ' s independent registered public accounting firm for 2025) 168,846,7931,388,03078,867 ---- 99.1%Not verified—

Source: Gray Media, Inc., Form 8-K, filed with the SEC on May 7, 2025 — read the filing on EDGAR.

How asset managers voted at the Gray Media, Inc. 2024-2025 meeting

Each item below shows how the 57 asset managers that disclosed a Gray Media, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Donald P. LaPlatney

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 135,521,426WITHHELD: 2,603,111
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Donald P. LaPlatney

Gray Media, Inc.’s own tally for this item (“Elect Director: Donald P. LaPlatney”): 135,521,426 for, 2,603,111 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 21,269,501 for, 13,809 withheld.

FOR
FOR: 21,269,501WITHHOLD: 13,809
Largest asset managers voting on “Election of Directors: Donald P. LaPlatney” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable609,4260 00For
EA Series Trust473,0250 00For
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For
Northern Trust64,2860 00For
Brighthouse50,5720 00For

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

2. Elect Director: Hilton H. Howell, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 135,010,053WITHHELD: 3,114,484
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Hilton H. Howell, Jr.

Gray Media, Inc.’s own tally for this item (“Elect Director: Hilton H. Howell, Jr.”): 135,010,053 for, 3,114,484 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 20,795,196 for, 14,141 withheld, 473,973 abstained.

FOR
FOR: 20,795,196ABSTAIN: 473,973WITHHOLD: 14,141
Largest asset managers voting on “Election of Directors: Hilton H. Howell, Jr.” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable609,4260 00For
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For
Northern Trust64,2860 00For
Brighthouse50,5720 00For

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

3. Elect Director: Howell W. Newton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD
FOR: 116,072,545WITHHELD: 22,051,992
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Howell W. Newton

Gray Media, Inc.’s own tally for this item (“Elect Director: Howell W. Newton”): 116,072,545 for, 22,051,992 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 13,810,227 for, 6,880,083 withheld, 593,000 abstained.

FORWITHHOLD
FOR: 13,810,227ABSTAIN: 593,000WITHHOLD: 6,880,083
Largest asset managers voting on “Election of Directors: Howell W. Newton” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,976,3110 04,100For
Dimensional00 03,956,871Withhold
BlackRock3,496,9980 00For
Fidelity1,675,2940 018,000For
Charles Schwab1,173,3260 00For
Goldman Sachs00 01,142,312Withhold
WisdomTree00 0684,856Withhold
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC00 0261,100Withhold
Nationwide26,0900 0217,729Mixed
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial9,2730 0124,049Mixed
American Century00 0123,725Withhold
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica00 074,815Withhold
Northern Trust64,2860 00For
Brighthouse32,1140 018,458Mixed

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

4. Elect Director: Lorraine McClain

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%WITHHELD
FOR: 118,538,670WITHHELD: 19,585,867
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Lorraine McClain

Gray Media, Inc.’s own tally for this item (“Elect Director: Lorraine McClain”): 118,538,670 for, 19,585,867 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 13,879,110 for, 6,812,148 withheld, 592,052 abstained.

FORWITHHOLD
FOR: 13,879,110ABSTAIN: 592,052WITHHOLD: 6,812,148
Largest asset managers voting on “Election of Directors: Lorraine McClain” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,976,3110 04,100For
Dimensional00 03,956,871Withhold
BlackRock3,496,9980 00For
Fidelity1,675,2940 018,000For
Charles Schwab1,173,3260 00For
Goldman Sachs00 01,142,312Withhold
WisdomTree00 0684,856Withhold
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC00 0261,100Withhold
Nationwide26,0900 0217,729Mixed
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial67,6910 065,631Mixed
American Century00 0123,725Withhold
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica00 074,815Withhold
Northern Trust64,2860 00For
Brighthouse32,1140 018,458Mixed

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

5. Elect Director: Luis A. Garcia

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 134,855,044WITHHELD: 3,269,493
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Luis A. Garcia

Gray Media, Inc.’s own tally for this item (“Elect Director: Luis A. Garcia”): 134,855,044 for, 3,269,493 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 20,708,546 for, 100,791 withheld, 473,973 abstained.

FOR
FOR: 20,708,546ABSTAIN: 473,973WITHHOLD: 100,791
Largest asset managers voting on “Election of Directors: Luis A. Garcia” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For
Northern Trust64,2860 00For
Brighthouse50,5720 00For

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

6. Elect Director: Paul H. McTear

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 134,876,161WITHHELD: 3,248,376
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Paul H. McTear

Gray Media, Inc.’s own tally for this item (“Elect Director: Paul H. McTear”): 134,876,161 for, 3,248,376 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 20,708,546 for, 100,791 withheld, 473,973 abstained.

FOR
FOR: 20,708,546ABSTAIN: 473,973WITHHOLD: 100,791
Largest asset managers voting on “Election of Directors: Paul H. McTear” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For
Northern Trust64,2860 00For
Brighthouse50,5720 00For

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

7. Elect Director: Richard B. Hare

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

82% Majority: yes · of votes cast

FOR 82%WITHHELD
FOR: 113,191,612WITHHELD: 24,932,925
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Richard B. Hare

Gray Media, Inc.’s own tally for this item (“Elect Director: Richard B. Hare”): 113,191,612 for, 24,932,925 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 82% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 10,244,995 for, 10,446,011 withheld, 592,304 abstained.

FORWITHHOLD
FOR: 10,244,995ABSTAIN: 592,304WITHHOLD: 10,446,011
Largest asset managers voting on “Election of Directors: Richard B. Hare” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,976,3110 04,100For
Dimensional00 03,956,871Withhold
BlackRock3,496,9980 00For
Fidelity3,6780 01,689,616Withhold
Charles Schwab00 01,173,326Withhold
Goldman Sachs00 01,142,312Withhold
WisdomTree00 0684,856Withhold
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments00 0285,804Withhold
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC00 0261,100Withhold
Nationwide26,0900 0217,729Mixed
TIAA00 0239,391Withhold
JPMorgan220,6440 00For
SEI00 0149,214Withhold
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial67,6910 065,631Mixed
American Century00 0123,725Withhold
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica00 074,815Withhold
Northern Trust00 064,286Withhold
Brighthouse32,1140 018,458Mixed

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

8. Elect Director: Richard L. Boger

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD
FOR: 116,164,761WITHHELD: 21,959,776
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Richard L. Boger

Gray Media, Inc.’s own tally for this item (“Elect Director: Richard L. Boger”): 116,164,761 for, 21,959,776 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 13,810,227 for, 6,880,083 withheld, 593,000 abstained.

FORWITHHOLD
FOR: 13,810,227ABSTAIN: 593,000WITHHOLD: 6,880,083
Largest asset managers voting on “Election of Directors: Richard L. Boger” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,976,3110 04,100For
Dimensional00 03,956,871Withhold
BlackRock3,496,9980 00For
Fidelity1,675,2940 018,000For
Charles Schwab1,173,3260 00For
Goldman Sachs00 01,142,312Withhold
WisdomTree00 0684,856Withhold
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC00 0261,100Withhold
Nationwide26,0900 0217,729Mixed
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial9,2730 0124,049Mixed
American Century00 0123,725Withhold
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica00 074,815Withhold
Northern Trust64,2860 00For
Brighthouse32,1140 018,458Mixed

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

9. Elect Director: Robin R. Howell

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 135,393,509WITHHELD: 2,731,028
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Robin R. Howell

Gray Media, Inc.’s own tally for this item (“Elect Director: Robin R. Howell”): 135,393,509 for, 2,731,028 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 21,182,851 for, 100,459 withheld.

FOR
FOR: 21,182,851WITHHOLD: 100,459
Largest asset managers voting on “Election of Directors: Robin R. Howell” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable522,7760 086,650Mixed
EA Series Trust473,0250 00For
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For
Northern Trust64,2860 00For
Brighthouse50,5720 00For

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

10. Elect Director: Sterling A. Spainhour Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%
FOR: 118,872,297WITHHELD: 19,252,240
Details: description as filed, official tally, votes by 54 asset managers

Description as filed by funds: Election of Directors: Sterling A. Spainhour, Jr.

Gray Media, Inc.’s own tally for this item (“Elect Director: Sterling A. Spainhour Jr.”): 118,872,297 for, 19,252,240 withheld, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 54 asset managers below reported 13,879,110 for, 6,812,148 withheld, 592,052 abstained.

FORWITHHOLD
FOR: 13,879,110ABSTAIN: 592,052WITHHOLD: 6,812,148
Largest asset managers voting on “Election of Directors: Sterling A. Spainhour, Jr.” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,976,3110 04,100For
Dimensional00 03,956,871Withhold
BlackRock3,496,9980 00For
Fidelity1,675,2940 018,000For
Charles Schwab1,173,3260 00For
Goldman Sachs00 01,142,312Withhold
WisdomTree00 0684,856Withhold
Equitable522,7760 086,650Mixed
EA Series Trust00 473,0250Abstain
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC00 0261,100Withhold
Nationwide26,0900 0217,729Mixed
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial67,6910 065,631Mixed
American Century00 0123,725Withhold
Invesco114,9810 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica00 074,815Withhold
Northern Trust64,2860 00For
Brighthouse32,1140 018,458Mixed

Showing the 25 largest of 54 asset managers. All 54 are in the interactive database (link above).

11. (Approval of the Amendment and Restatement of the Company ' s 2022 Equity and Incentive Compensation Plan)

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 129,076,427AGAINST: 8,929,159
Details: description as filed, official tally, votes by 57 asset managers

Description as filed by funds: THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE GRAY MEDIA, INC. 2022 EQUITY AND INCENTIVE COMPENSATION PLAN.

Gray Media, Inc.’s own tally for this item (“2. (Approval of the Amendment and Restatement of the Company ' s 2022 Equity and Incentive Compensation Plan)”): 129,076,427 for, 8,929,159 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 57 asset managers below reported 18,938,697 for, 2,796,374 against.

FOR
FOR: 18,938,697AGAINST: 2,796,374
Largest asset managers voting on “THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE GRAY MEDIA, INC. 2022 EQUITY AND INCENTIVE COMPENSATION P” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab01,173,326 00Against
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable230,126379,300 00Mixed
EA Series Trust473,0250 00For
TETON WESTWOOD FUNDS0334,740 00Against
Russell Investments0285,804 00Against
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide240,8732,946 00For
TIAA0239,391 00Against
JPMorgan220,6440 00For
SEI0149,214 00Against
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century0123,725 00Against
Invesco114,9810 00For
RBB Fund Trust102,1330 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For

Showing the 25 largest of 57 asset managers. All 57 are in the interactive database (link above).

12. (Ratification of the appointment of RSM US LLP as the Company ' s independent registered public accounting firm for…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 168,846,793AGAINST: 1,388,030
Details: description as filed, official tally, votes by 56 asset managers

Description as filed by funds: THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS GRAY MEDIA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

Gray Media, Inc.’s own tally for this item (“3. (Ratification of the appointment of RSM US LLP as the Company ' s independent registered public accounting firm for 2025)”): 168,846,793 for, 1,388,030 against, per its Form 8-K filed May 7, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 56 asset managers below reported 21,247,158 for, 473,025 against.

FOR
FOR: 21,247,158AGAINST: 473,025
Largest asset managers voting on “THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS GRAY MEDIA, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTI” at Gray Media, Inc., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard4,980,4110 00For
Dimensional3,956,8710 00For
BlackRock3,496,9980 00For
Fidelity1,693,2940 00For
Charles Schwab1,173,3260 00For
Goldman Sachs1,142,3120 00For
WisdomTree684,8560 00For
Equitable609,4260 00For
EA Series Trust0473,025 00Against
TETON WESTWOOD FUNDS334,7400 00For
Russell Investments285,8040 00For
TARGET PORTFOLIO TRUST277,3000 00For
BRIDGEWAY FUNDS INC261,1000 00For
Nationwide243,8190 00For
TIAA239,3910 00For
JPMorgan220,6440 00For
SEI149,2140 00For
QUANTITATIVE MASTER SERIES LLC146,2290 00For
Lincoln Financial133,3220 00For
American Century123,7250 00For
Invesco114,9810 00For
RBB Fund Trust102,1330 00For
T. Rowe Price90,9680 00For
DWS83,7710 00For
AIG/SunAmerica74,8150 00For

Showing the 25 largest of 56 asset managers. All 56 are in the interactive database (link above).

Largest Gray Media, Inc. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 96,000,000 shares outstanding at the time of that meeting.

Fund voting reports: top Gray Media, Inc. shareholders by shares voted on “THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE GRAY MEDIA, INC. 2022 EQUITY AND INCENTIVE…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 5.19%
2Dimensional 4.12%
3BlackRock 3.64%
4Fidelity 1.76%
5Charles Schwab 1.22%
6Goldman Sachs 1.19%
7WisdomTree 0.71%
8Equitable 0.63%
9EA Series Trust 0.49%
10TETON WESTWOOD FUNDS 0.35%
Institutional-manager reports: top Gray Media, Inc. shareholders by shares voted on “SAY ON PAY”, 2024-2025
#Asset manager % of shares outstanding
1CAPITAL MANAGEMENT CORP /VA 7.40%
2Empower 0.01%

Reported Gray Media, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Gray Media, Inc. holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
BlackRock 7.68% 13F
The Capital Management Corporation 6.00% 13G
Miller Value Partners, LLC 5.59% 13G
Vanguard Group 5.45% 13F
Dimensional Fund Advisors 4.74% 13F
Goldman Sachs 2.73% 13F
Geode Capital 2.10% 13F
Charles Schwab 2.04% 13F
State Street 1.83% 13F
Morgan Stanley 1.24% 13F

Percentages above are of 96,000,000 shares outstanding, as reported by Gray Media, Inc. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Gray Media, Inc.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

Gray Media, Inc. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Cite this page

proxyvotesnow.com, “Gray Media (GTN) 2025 Annual Meeting: Vote Results & How Funds Voted”, https://proxyvotesnow.com/company/gray-media-inc/2025 (version of November 9, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.