Skip to main content

E.W. SCRIPPS Co

For the period ended Mar 19, 2026. Filed Mar 20, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 19, 2026 · Filed Mar 20, 2026

Use the contents to explore the available documents and sections.

SSP$3.05+3.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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 1Election of DirectorsFOR(each nominee)6
Location:Scripps Center312 Walnut Street10th Floor Conference CenterCincinnati, OHProposal 2Ratification of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for 2026FOR76
Shareholders of Record as of:March 10, 2026Proposal 3Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay)FOR78
Proposal 4Ratification of the Company’s Shareholder Rights Plan Adopted by the Board of Directors on November 25, 2025FOR79

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:

  1. to elect directors;

  2. to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026;

  3. to hold an advisory (non-binding) vote to approve named executive officer compensation (a “say-on-pay vote”); and

  4. 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 MEETING4EXECUTIVE COMPENSATION
INTERNET AVAILABILITY OF PROXY MATERIALS42025 Summary Compensation Table54
VOTING PROCEDURES42025 Grants of Plan-Based Awards56
SOLICITATION OF PROXIES52025 Outstanding Equity Awards at Fiscal Year-End57
PROPOSAL 1 – ELECTION OF DIRECTORS62025 Stock Vested59
REPORT ON THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS72025 Pension Benefits59
Description of Retirement Plans60
REPORT ON THE SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS122025 Nonqualified Deferred Compensation61
Description of Nonqualified Deferred Compensation Plan61
REPORT ON THE SECURITY OWNERSHIP OF MANAGEMENT14
PROHIBITION OF HEDGING AND PLEDGING15Potential Payments Upon Termination or Change in Control62
REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES16
Summary of Various Plans and Arrangements64
SUSTAINABILITY AT SCRIPPS18CEO Pay Ratio66
CORPORATE GOVERNANCE33Pay Versus Performance67
AUDIT COMMITTEE MATTERS382025 Director Compensation71
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS39Description of Director Compensation Program72
Cash Compensation72
COMPENSATION & TALENT MANAGEMENT COMMITTEE REPORT40Equity Compensation72
Other Benefits73
COMPENSATION DISCUSSION AND ANALYSIS411997 Deferred Compensation Plan and Stock Plan for Directors73
Executive Summary42
Objectives of our Compensation Program42COMPENSATION & TALENT MANAGEMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION74
2025 Compensation Highlights42
Shareholder Engagement and Enhancements to Compensation Program44RELATED PARTY TRANSACTIONS74
PROPOSAL 2 – TO RATIFY DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202676
Our Compensation Policies and Practices44
Core Compensation Elements45
Base Salary45PROPOSAL 3 – ADVISORY (NON-BINDING) VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION78
Short-Term Incentive45
Long-Term Incentive47PROPOSAL 4 – VOTE TO RATIFY THE COMPANY'S SHAREHOLDER RIGHTS PLAN ADOPTED BY THE BOARD OF DIRECTORS ON NOVEMBER 25, 202579
Additional Compensation Policies and Practices49
Compensation Recoupment Policy49EQUITY COMPENSATION PLAN INFORMATION83
Stock Ownership Guidelines50DELINQUENT SECTION 16 REPORTS84
Post-Employment Benefits50SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING84
Health, Welfare and Other Personal Benefits51
Employment Agreements, Executive Severance and Change in Control Plan51OTHER MATTERS85
Compensation Consultant and Peer Group52
Independent Compensation Consultant52
Compensation Peer Group52
Tax Implications53

THE E.W. SCRIPPS COMPANY

312 Walnut Street

Cincinnati, Ohio 45202

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.