E.W. SCRIPPS Co
For the period ended Mar 19, 2026. Filed Mar 20, 2026.
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Mar 19, 2026 · Filed Mar 20, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant | |
|---|---|
| Filed by a Party other than the Registrant | |
| Check the appropriate box: | |
| | Preliminary Proxy Statement |
| | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| | Definitive Proxy Statement |
| | Definitive Additional Materials |
| | Soliciting Material under §240.14a-12 |
THE E.W. SCRIPPS COMPANY
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| 2026 Annual Meeting of Shareholders · VOTING MATTERS · BOARD VOTE RECOMMENDATION · PAGE REFERENCE(FOR MORE DETAILS) | ||||
|---|---|---|---|---|
| Date & Time:May 4, 2026, 4 p.m. | Proposal 1 | Election of Directors | FOR(each nominee) | 6 |
| Location:Scripps Center312 Walnut Street10th Floor Conference CenterCincinnati, OH | Proposal 2 | Ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026 | FOR | 76 |
| Shareholders of Record as of:March 10, 2026 | Proposal 3 | Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay) | FOR | 78 |
| Proposal 4 | Ratification of the Company’s Shareholder Rights Plan Adopted by the Board of Directors on November 25, 2025 | FOR | 79 | |
The E.W. Scripps Company
312 Walnut Street, Suite 2800
Cincinnati, Ohio 45202
To the Shareholders of The E.W. Scripps Company:
The Annual Meeting of the Shareholders (the "Annual Meeting") of The E.W. Scripps Company (the “Company”) will be held at the Scripps Center, 312 Walnut Street, 10th Floor Conference Center, Cincinnati, Ohio, on Monday, May 4, 2026, at 4:00 PM, Eastern Time, for the following purposes:
to elect directors;
to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026;
to hold an advisory (non-binding) vote to approve named executive officer compensation (a “say-on-pay vote”); and
to ratify the Company's Shareholder Rights Plan adopted by the Board of Directors on November 25,2025.
The shareholders will also transact such other business as may properly come before the Annual Meeting. The Company’s board of directors (the “Board”) has fixed the close of business on March 10, 2026, as the record date for the determination of shareholders who are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.
We are furnishing our proxy materials to you under Securities and Exchange Commission rules that allow companies to deliver proxy materials to their shareholders on the Internet. On or about March 20, 2026, you were provided with a Notice of Internet Availability of Proxy Materials (“Notice”) and were provided access to our proxy materials over the Internet. The proxy materials include the 2025 Annual Report to Shareholders and this Proxy Statement.
We encourage you to attend the Annual Meeting. However, it is important that your shares be represented whether or not you are personally able to attend the Annual Meeting. Please vote as instructed on the Notice, via the Internet or the telephone, as promptly as possible so as to ensure that your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you attend the meeting and your shares are registered in your name, you may withdraw your proxy at that time and vote your shares in person. If you plan to attend the Annual Meeting and need special assistance because of a disability, please contact the secretary’s office at secretary@scripps.com.
Your proxy is being solicited by the Board. Thank you for investing in The E.W. Scripps Company.
Robert Oestreicher
Senior Vice President, Corporate Counsel & Corporate Secretary
March 20, 2026
Table of Contents
| 2026 ANNUAL MEETING | 4 | EXECUTIVE COMPENSATION | ||
|---|---|---|---|---|
| INTERNET AVAILABILITY OF PROXY MATERIALS | 4 | 2025 Summary Compensation Table | 54 | |
| VOTING PROCEDURES | 4 | 2025 Grants of Plan-Based Awards | 56 | |
| SOLICITATION OF PROXIES | 5 | 2025 Outstanding Equity Awards at Fiscal Year-End | 57 | |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 6 | 2025 Stock Vested | 59 | |
| REPORT ON THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS | 7 | 2025 Pension Benefits | 59 | |
| Description of Retirement Plans | 60 | |||
| REPORT ON THE SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | 12 | 2025 Nonqualified Deferred Compensation | 61 | |
| Description of Nonqualified Deferred Compensation Plan | 61 | |||
| REPORT ON THE SECURITY OWNERSHIP OF MANAGEMENT | 14 | |||
| PROHIBITION OF HEDGING AND PLEDGING | 15 | Potential Payments Upon Termination or Change in Control | 62 | |
| REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES | 16 | |||
| Summary of Various Plans and Arrangements | 64 | |||
| SUSTAINABILITY AT SCRIPPS | 18 | CEO Pay Ratio | 66 | |
| CORPORATE GOVERNANCE | 33 | Pay Versus Performance | 67 | |
| AUDIT COMMITTEE MATTERS | 38 | 2025 Director Compensation | 71 | |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 39 | Description of Director Compensation Program | 72 | |
| Cash Compensation | 72 | |||
| COMPENSATION & TALENT MANAGEMENT COMMITTEE REPORT | 40 | Equity Compensation | 72 | |
| Other Benefits | 73 | |||
| COMPENSATION DISCUSSION AND ANALYSIS | 41 | 1997 Deferred Compensation Plan and Stock Plan for Directors | 73 | |
| Executive Summary | 42 | |||
| Objectives of our Compensation Program | 42 | COMPENSATION & TALENT MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 74 | |
| 2025 Compensation Highlights | 42 | |||
| Shareholder Engagement and Enhancements to Compensation Program | 44 | RELATED PARTY TRANSACTIONS | 74 | |
| PROPOSAL 2 – TO RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 76 | |||
| Our Compensation Policies and Practices | 44 | |||
| Core Compensation Elements | 45 | |||
| Base Salary | 45 | PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 78 | |
| Short-Term Incentive | 45 | |||
| Long-Term Incentive | 47 | PROPOSAL 4 – VOTE TO RATIFY THE COMPANY'S SHAREHOLDER RIGHTS PLAN ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 25, 2025 | 79 | |
| Additional Compensation Policies and Practices | 49 | |||
| Compensation Recoupment Policy | 49 | EQUITY COMPENSATION PLAN INFORMATION | 83 | |
| Stock Ownership Guidelines | 50 | DELINQUENT SECTION 16 REPORTS | 84 | |
| Post-Employment Benefits | 50 | SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 84 | |
| Health, Welfare and Other Personal Benefits | 51 | |||
| Employment Agreements, Executive Severance and Change in Control Plan | 51 | OTHER MATTERS | 85 | |
| Compensation Consultant and Peer Group | 52 | |||
| Independent Compensation Consultant | 52 | |||
| Compensation Peer Group | 52 | |||
| Tax Implications | 53 | |||
THE E.W. SCRIPPS COMPANY
312 Walnut Street
Cincinnati, Ohio 45202
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.