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Home › Companies › GRAY TELEVISION INC. › 2023-2024

GRAY TELEVISION INC. 2023-2024 Proxy Voting Records

At GRAY TELEVISION INC.'s shareholder meeting held May 8, 2024, in the 2023-2024 proxy season, 63 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 2,312 separate fund positions. On the most widely held item on that ballot — The ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent… — FOR was 99.4% 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 TELEVISION INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 8, 2024.

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

Compiled from SEC Form N-PX filings and GRAY TELEVISION INC.’s Form 8-K, filed May 8, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 11Ballot items
  • 63Asset managers
  • 2,312Fund votes
  • May 8, 2024Meeting date

Results at a glance

Meeting of May 8, 2024: 11 items on GRAY TELEVISION INC.’s Form 8-K, filed May 8, 2024: 11 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 TELEVISION INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by GRAY TELEVISION INC.

These tallies are GRAY TELEVISION INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 8, 2024 (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 TELEVISION INC. — official shareholder meeting results, meeting held May 8, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Hilton H. Howell, Jr. 152,478,549---- 3,670,5698,227,549 98%Not verified—
Elect Director: Howell W. Newton 136,065,302---- 20,083,8168,227,549 87%Not verified—
Elect Director: Richard L. Boger 135,249,605---- 20,899,5138,227,549 87%Not verified—
Elect Director: Luis A. Garcia 149,135,550---- 7,013,5688,227,549 96%Not verified—
Elect Director: Richard B. Hare 132,766,049---- 23,383,0698,227,549 85%Not verified—
Elect Director: Robin R. Howell 153,046,513---- 3,102,6058,227,549 98%Not verified—
Elect Director: Donald P. LaPlatney 153,374,261---- 2,774,8578,227,549 98%Not verified—
Elect Director: Lorraine McClain 141,761,042---- 14,388,0768,227,549 91%Not verified—
Elect Director: Paul H. McTear 149,233,342---- 6,915,7768,227,549 96%Not verified—
Elect Director: Sterling A. Spainhour, Jr. 141,527,816---- 14,621,3028,227,549 91%Not verified—
2. (Ratification of the appointment of RSM US LLP as the Company ' s independent registered public accounting firm for 2024) 163,397,874896,05482,739 ---- 99.4%Not verified—

Source: GRAY TELEVISION INC., Form 8-K, filed with the SEC on May 8, 2024 — read the filing on EDGAR.

How asset managers voted at the GRAY TELEVISION INC. 2023-2024 meeting

Each item below shows how the 63 asset managers that disclosed a GRAY TELEVISION 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 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 153,374,261WITHHELD: 2,774,857
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Donald P. LaPlatney”): 153,374,261 for, 2,774,857 withheld, per its Form 8-K filed May 8, 2024 (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 58 asset managers below reported 24,480,694 for, 12,100 unknown.

FOR
FOR: 24,480,694UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Donald P. LaPlatney” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust312,1030 00For
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Russell Investments110,0750 00For
American Century103,0480 00For
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

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

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: 152,478,549WITHHELD: 3,670,569
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Hilton H. Howell, Jr.”): 152,478,549 for, 3,670,569 withheld, per its Form 8-K filed May 8, 2024 (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 58 asset managers below reported 24,168,348 for, 243 withheld, 312,103 abstained, 12,100 unknown.

FOR
FOR: 24,168,348ABSTAIN: 312,103WITHHOLD: 243UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Hilton H. Howell, Jr.” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Russell Investments110,0750 00For
American Century103,0480 00For
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

3. Elect Director: Howell W. Newton

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 136,065,302WITHHELD: 20,083,816
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Howell W. Newton”): 136,065,302 for, 20,083,816 withheld, per its Form 8-K filed May 8, 2024 (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: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 15,847,954 for, 8,201,431 withheld, 431,309 abstained, 12,100 unknown.

FORWITHHOLD
FOR: 15,847,954ABSTAIN: 431,309WITHHOLD: 8,201,431UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Howell W. Newton” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,909,2000 016,300For
Dimensional00 03,936,044Withhold
BlackRock3,176,8100 00For
Charles Schwab00 02,244,806Withhold
Fidelity1,789,8630 07,900For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree00 0637,841Withhold
Equitable506,6780 096,500Mixed
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC00 0330,000Withhold
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica00 0207,064Withhold
Lincoln Financial24,4690 0127,537Mixed
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs00 0129,150Withhold
Russell Investments00 0110,075Withhold
American Century00 0103,048Withhold
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

4. Elect Director: Lorraine McClain

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 141,761,042WITHHELD: 14,388,076
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Lorraine McClain”): 141,761,042 for, 14,388,076 withheld, per its Form 8-K filed May 8, 2024 (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: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 18,368,566 for, 5,681,071 withheld, 431,057 abstained, 12,100 unknown.

FORWITHHOLD
FOR: 18,368,566ABSTAIN: 431,057WITHHOLD: 5,681,071UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Lorraine McClain” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,909,2000 016,300For
Dimensional00 03,936,044Withhold
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,789,8630 07,900For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree00 0637,841Withhold
Equitable506,6780 096,500Mixed
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC00 0330,000Withhold
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica00 0207,064Withhold
Lincoln Financial94,9870 057,019Mixed
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs00 0129,150Withhold
Russell Investments110,0750 00For
American Century00 0103,048Withhold
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

5. Elect Director: Luis A. Garcia

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 149,135,550WITHHELD: 7,013,568
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Luis A. Garcia”): 149,135,550 for, 7,013,568 withheld, per its Form 8-K filed May 8, 2024 (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: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 21,756,074 for, 2,412,265 withheld, 312,355 abstained, 12,100 unknown.

FOR
FOR: 21,756,074ABSTAIN: 312,355WITHHOLD: 2,412,265UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Luis A. Garcia” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab00 02,244,806Withhold
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Russell Investments00 0110,075Withhold
American Century103,0480 00For
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 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.

96% Majority: yes · of votes cast

FOR 96%
FOR: 149,233,342WITHHELD: 6,915,776
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Paul H. McTear”): 149,233,342 for, 6,915,776 withheld, per its Form 8-K filed May 8, 2024 (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: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 21,756,074 for, 2,412,265 withheld, 312,355 abstained, 12,100 unknown.

FOR
FOR: 21,756,074ABSTAIN: 312,355WITHHOLD: 2,412,265UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Paul H. McTear” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab00 02,244,806Withhold
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Russell Investments00 0110,075Withhold
American Century103,0480 00For
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

7. Elect Director: Richard B. Hare

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%WITHHELD
FOR: 132,766,049WITHHELD: 23,383,069
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Richard B. Hare”): 132,766,049 for, 23,383,069 withheld, per its Form 8-K filed May 8, 2024 (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: 85% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 13,438,598 for, 10,610,787 withheld, 431,309 abstained, 12,100 unknown.

FORWITHHOLD
FOR: 13,438,598ABSTAIN: 431,309WITHHOLD: 10,610,787UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Richard B. Hare” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,909,2000 016,300For
Dimensional00 03,936,044Withhold
BlackRock3,176,8100 00For
Charles Schwab00 02,244,806Withhold
Fidelity85,3260 01,712,437Withhold
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA00 0655,323Withhold
WisdomTree00 0637,841Withhold
Equitable506,6780 096,500Mixed
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC00 0330,000Withhold
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica00 0207,064Withhold
Lincoln Financial24,4690 0127,537Mixed
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs00 0129,150Withhold
Russell Investments110,0750 00For
American Century00 0103,048Withhold
Nushares ETF Trust00 0101,150Withhold
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

8. Elect Director: Richard L. Boger

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 135,249,605WITHHELD: 20,899,513
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Richard L. Boger”): 135,249,605 for, 20,899,513 withheld, per its Form 8-K filed May 8, 2024 (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: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 15,847,954 for, 8,201,431 withheld, 431,309 abstained, 12,100 unknown.

FORWITHHOLD
FOR: 15,847,954ABSTAIN: 431,309WITHHOLD: 8,201,431UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Richard L. Boger” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,909,2000 016,300For
Dimensional00 03,936,044Withhold
BlackRock3,176,8100 00For
Charles Schwab00 02,244,806Withhold
Fidelity1,789,8630 07,900For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree00 0637,841Withhold
Equitable506,6780 096,500Mixed
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC00 0330,000Withhold
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica00 0207,064Withhold
Lincoln Financial24,4690 0127,537Mixed
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs00 0129,150Withhold
Russell Investments00 0110,075Withhold
American Century00 0103,048Withhold
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

9. Elect Director: Robin R. Howell

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: 153,046,513WITHHELD: 3,102,605
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Robin R. Howell”): 153,046,513 for, 3,102,605 withheld, per its Form 8-K filed May 8, 2024 (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 58 asset managers below reported 24,480,694 for, 12,100 unknown.

FOR
FOR: 24,480,694UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Robin R. Howell” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust312,1030 00For
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Russell Investments110,0750 00For
American Century103,0480 00For
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

10. Elect Director: Sterling A. Spainhour, Jr.

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

FOR 91%
FOR: 141,527,816WITHHELD: 14,621,302
Details: description as filed, official tally, votes by 58 asset managers

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

GRAY TELEVISION INC.’s own tally for this item (“Elect Director: Sterling A. Spainhour, Jr.”): 141,527,816 for, 14,621,302 withheld, per its Form 8-K filed May 8, 2024 (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: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 58 asset managers below reported 18,368,566 for, 5,681,071 withheld, 431,057 abstained, 12,100 unknown.

FORWITHHOLD
FOR: 18,368,566ABSTAIN: 431,057WITHHOLD: 5,681,071UNKNOWN: 12,100
Largest asset managers voting on “Election of Directors: Sterling A. Spainhour, Jr.” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,909,2000 016,300For
Dimensional00 03,936,044Withhold
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,789,8630 07,900For
Legg Mason923,8980 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree00 0637,841Withhold
Equitable506,6780 096,500Mixed
Putnam591,5500 00For
Invesco500,5930 00For
BRIDGEWAY FUNDS INC00 0330,000Withhold
EA Series Trust00 312,1030Abstain
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica00 0207,064Withhold
Lincoln Financial94,9870 057,019Mixed
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs00 0129,150Withhold
Russell Investments110,0750 00For
American Century00 0103,048Withhold
Nushares ETF Trust101,1500 00For
RBB Fund Trust99,9210 00For

Showing the 25 largest of 58 asset managers. All 58 are in the interactive database (link above).

11. (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.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 163,397,874AGAINST: 896,054
Details: description as filed, official tally, votes by 63 asset managers

Description as filed by funds: The ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent registered public accounting firm for 2024.

GRAY TELEVISION INC.’s own tally for this item (“2. (Ratification of the appointment of RSM US LLP as the Company ' s independent registered public accounting firm for 2024)”): 163,397,874 for, 896,054 against, per its Form 8-K filed May 8, 2024 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 63 asset managers below reported 25,480,377 for, 312,103 against, 12,100 unknown.

FOR
FOR: 25,480,377AGAINST: 312,103UNKNOWN: 12,100
Largest asset managers voting on “The ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent registered public acc” at GRAY TELEVISION INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard4,925,5000 00For
Dimensional3,936,0440 00For
BlackRock3,176,8100 00For
Charles Schwab2,244,8060 00For
Fidelity1,797,7630 00For
Legg Mason923,8980 00For
Tributary Funds, Inc.849,8850 00For
JPMorgan817,0100 00For
Federated Hermes664,6150 00For
TIAA655,3230 00For
WisdomTree637,8410 00For
Equitable603,1780 00For
Putnam591,5500 00For
Invesco500,5930 00For
TETON WESTWOOD FUNDS335,2400 00For
BRIDGEWAY FUNDS INC330,0000 00For
EA Series Trust0312,103 00Against
TARGET PORTFOLIO TRUST245,8000 00For
Guardian Variable Products Trust211,5160 00For
AIG/SunAmerica207,0640 00For
Lincoln Financial152,0060 00For
QUANTITATIVE MASTER SERIES LLC147,6930 00For
Goldman Sachs129,1500 00For
Gabelli112,7000 00For
Russell Investments110,0750 00For

Showing the 25 largest of 63 asset managers. All 63 are in the interactive database (link above).

Largest GRAY TELEVISION INC. shareholders voting in 2023-2024

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 TELEVISION INC. shareholders by shares voted on “The ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 5.13%
2Dimensional 4.10%
3BlackRock 3.31%
4Charles Schwab 2.34%
5Fidelity 1.87%
6Legg Mason 0.96%
7Tributary Funds, Inc. 0.89%
8JPMorgan 0.85%
9Federated Hermes 0.69%
10TIAA 0.68%
Institutional-manager reports: top GRAY TELEVISION INC. shareholders by shares voted on “The ratification of the appointment of RSM US LLP as Gray Television, Inc.'s independent…”, 2023-2024
#Asset manager % of shares outstanding
1BOURNE LENT ASSET MANAGEMENT INC <0.01%

Reported GRAY TELEVISION 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 TELEVISION INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
BlackRock 7.21% 13F
Vanguard Group 6.25% 13F
The Capital Management Corporation 6.00% 13G
S 5.46% 13G
Dimensional Fund Advisors 4.99% 13F
FMR (Fidelity) 3.28% 13F
Charles Schwab 2.64% 13F
State Street 2.07% 13F
Goldman Sachs 1.93% 13F
Geode Capital 1.87% 13F

Percentages above are of 96,000,000 shares outstanding, as reported by GRAY TELEVISION INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 TELEVISION 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 TELEVISION INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Cite this page

proxyvotesnow.com, “GRAY TELEVISION (GTN) 2024 Annual Meeting: Shareholder Vote Results”, https://proxyvotesnow.com/company/gray-television-inc/2024 (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.