(Exact name of registrant as specified in its charter)
Maryland
333-271072
92-1076143
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
10706 Beaver Dam RoadHunt Valley, MD21030
(Address of principal executive offices and zip code)
(410) 568-1500
(Registrants' telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Sinclair, Inc.
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, par value $ 0.01 per share
SBGI
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of Sinclair, Inc. (the “Company”) was held on June 4, 2026. At the meeting, three proposals, as set forth in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) previously filed with the U.S. Securities and Exchange Commission on April 23, 2026 and related materials, were submitted to the stockholders for a vote.
Proposal 1: Election of Nine Directors
In response to Proposal 1 as set forth in the Proxy Statement, the stockholders elected all persons nominated to the board of directors of the Company, for a term expiring at the next annual meeting of stockholders in 2027 or until their respective successors have been elected and qualified. The table below sets forth the results of the voting for nominated directors:
Election of Directors
For
Against or Withheld
Broker Non-Votes
David D. Smith
255,063,410
3,848,279
6,132,156
Frederick G. Smith
255,079,678
3,832,011
6,132,156
J. Duncan Smith
255,079,319
3,832,370
6,132,156
Robert E. Smith
252,762,144
6,149,545
6,132,156
Laurie R. Beyer
257,349,912
1,561,777
6,132,156
Benjamin S. Carson, Sr.
257,176,293
1,735,396
6,132,156
Howard E. Friedman
250,945,578
7,966,111
6,132,156
Daniel C. Keith
254,247,119
4,664,570
6,132,156
Benson E. Legg
254,876,053
4,035,636
6,132,156
Proposal 2: Ratification of Independent Registered Public Accounting Firm
In response to Proposal 2 as set forth in the Proxy Statement, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. The table below sets forth the results of the voting for Proposal 2:
For
Against
Abstain
Broker Non-Votes
264,590,910
412,936
39,999
—
Proposal 3: A Non-Binding Advisory Vote on Our Executive Compensation
In response to Proposal 3 as set forth in the Proxy Statement, the stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying tables in the Proxy Statement. The table below sets forth the results of the voting for Proposal 3:
For
Against
Abstain
Broker Non-Votes
252,180,048
6,673,805
57,836
6,132,156
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SINCLAIR, INC.
By: /s/ David R. Bochenek
Name: David R. Bochenek
Title: Senior Vice President / Chief Accounting Officer