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Compiled from SEC Form N-PX filings and TEGNA Inc.’s Form 8-K, filed November 21, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of November 18, 2025: 1 item on TEGNA Inc.’s Form 8-K, filed November 21, 2025: 1 without a stated outcome.
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
Explore TEGNA Inc. in the interactive database Compare manager voting policies
These tallies are TEGNA Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed November 21, 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.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| 2. A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger | 21,531,139 | 114,148,241 | 1,181,314 | -- | -- | 16% | Not verified | — |
Source: TEGNA Inc., Form 8-K, filed with the SEC on November 21, 2025 — read the filing on EDGAR.
Each item below shows how the 400 asset managers that disclosed a TEGNA 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of TEGNA Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.
Combines 4 wordings of this item as funds reported it.
99.9% of fund votes cast · no official result
Description as filed by funds: To adopt the Agreement and Plan of Merger, dated as of August 18, 2025, as it may be amended from time to time, by and among TEGNA Inc., a Delaware corporation ("TEGNA"), Nexstar Media Group, Inc. ("Nexstar"), a Delaware corporation, and Teton Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (the "Merger Agreement").
The 92 asset managers below reported 68,549,138 for, 8 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 17,841,098 | 0 | 0 | 0 | For |
| Vanguard | 16,981,783 | 8 | 0 | 0 | For |
| Fidelity | 5,329,081 | 0 | 0 | 0 | For |
| Dimensional | 3,600,270 | 0 | 0 | 0 | For |
| State Street | 2,446,581 | 0 | 0 | 0 | For |
| UNDISCOVERED MANAGERS FUNDS | 2,067,530 | 0 | 0 | 0 | For |
| Charles Schwab | 1,755,079 | 0 | 0 | 0 | For |
| Calamos | 1,670,571 | 0 | 0 | 0 | For |
| Royce | 1,224,717 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,216,309 | 0 | 0 | 0 | For |
| SEI | 1,181,407 | 0 | 0 | 0 | For |
| MERGER FUND | 1,072,693 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 1,018,286 | 0 | 0 | 0 | For |
| Invesco | 859,791 | 0 | 0 | 0 | For |
| WisdomTree | 850,484 | 0 | 0 | 0 | For |
| Gabelli | 751,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 671,055 | 0 | 0 | 0 | For |
| Equitable | 656,467 | 0 | 0 | 0 | For |
| Northern Trust | 496,661 | 0 | 0 | 0 | For |
| Cambria ETF Trust | 490,804 | 0 | 0 | 0 | For |
| PIMCO | 487,267 | 0 | 0 | 0 | For |
| Jackson National | 411,077 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 401,162 | 0 | 0 | 0 | For |
| New York Life | 361,882 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 348,000 | 0 | 0 | 0 | For |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
Combines 2 wordings of this item as funds reported it.
96% of fund votes cast · no official result
Description as filed by funds: To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
The 92 asset managers below reported 65,871,533 for, 2,671,094 against, 7,092 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 17,841,098 | 0 | 0 | 0 | For |
| Vanguard | 16,981,780 | 11 | 2 | 0 | For |
| Fidelity | 5,329,081 | 0 | 0 | 0 | For |
| Dimensional | 3,600,270 | 0 | 0 | 0 | For |
| State Street | 8,876 | 2,437,705 | 0 | 0 | Against |
| UNDISCOVERED MANAGERS FUNDS | 2,067,530 | 0 | 0 | 0 | For |
| Charles Schwab | 1,755,079 | 0 | 0 | 0 | For |
| Calamos | 1,670,571 | 0 | 0 | 0 | For |
| Royce | 1,224,717 | 0 | 0 | 0 | For |
| Pacer Funds Trust | 1,216,309 | 0 | 0 | 0 | For |
| SEI | 1,181,407 | 0 | 0 | 0 | For |
| MERGER FUND | 1,072,693 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 1,018,286 | 0 | 0 | 0 | For |
| Invesco | 859,791 | 0 | 0 | 0 | For |
| WisdomTree | 850,484 | 0 | 0 | 0 | For |
| Gabelli | 751,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 671,055 | 0 | 0 | 0 | For |
| Equitable | 656,467 | 0 | 0 | 0 | For |
| Northern Trust | 496,661 | 0 | 0 | 0 | For |
| Cambria ETF Trust | 490,804 | 0 | 0 | 0 | For |
| PIMCO | 487,267 | 0 | 0 | 0 | For |
| Jackson National | 411,077 | 0 | 0 | 0 | For |
| ALPS ETF Trust | 401,162 | 0 | 0 | 0 | For |
| New York Life | 361,882 | 0 | 0 | 0 | For |
| ADVISORS' INNER CIRCLE FUND | 348,000 | 0 | 0 | 0 | For |
Showing the 25 largest of 92 asset managers. See all 92 in the interactive database.
100% of fund votes cast · no official result
The 4 asset managers below reported 336,356 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 190,362 | 0 | 0 | 0 | For |
| Empower | 141,551 | 0 | 0 | 0 | For |
| HC CAPITAL TRUST | 2,249 | 0 | 0 | 0 | For |
| CLEARWATER INVESTMENT TRUST | 2,194 | 0 | 0 | 0 | For |
Combines 14 wordings of this item as funds reported it.
16% Majority: no · of votes cast
Description as filed by funds: To approve, on an advisory (non- binding basis), the compensation that may be paid or become payable to TEGNA's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement.
TEGNA Inc.’s own tally for this item (“2. A proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to TEGNA's named executive officers that is based on or otherwise related to the Merger Agreement and the ”): 21,531,139 for, 114,148,241 against, per its Form 8-K filed November 21, 2025 (Item 5.07). FOR was not 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: 16% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 1,026,752 | 16,814,346 | 0 | 0 | Mixed |
| Vanguard | 18,709 | 16,963,080 | 3 | 0 | Against |
| Fidelity | 0 | 5,329,081 | 0 | 0 | Against |
| Dimensional | 0 | 3,600,270 | 0 | 0 | Against |
| State Street | 2,174 | 2,444,407 | 0 | 0 | Against |
| UNDISCOVERED MANAGERS FUNDS | 0 | 2,067,530 | 0 | 0 | Against |
| Charles Schwab | 0 | 1,755,079 | 0 | 0 | Against |
| Calamos | 1,670,571 | 0 | 0 | 0 | For |
| Royce | 0 | 1,224,717 | 0 | 0 | Against |
| Pacer Funds Trust | 0 | 1,216,309 | 0 | 0 | Against |
| SEI | 0 | 1,181,407 | 0 | 0 | Against |
| MERGER FUND | 1,072,693 | 0 | 0 | 0 | For |
| ARBITRAGE FUNDS | 1,018,286 | 0 | 0 | 0 | For |
| Invesco | 859,791 | 0 | 0 | 0 | For |
| WisdomTree | 0 | 850,484 | 0 | 0 | Against |
| Gabelli | 751,000 | 0 | 0 | 0 | For |
| Bridge Builder Trust | 0 | 671,055 | 0 | 0 | Against |
| Equitable | 293,000 | 363,467 | 0 | 0 | Mixed |
| Northern Trust | 0 | 496,661 | 0 | 0 | Against |
| Cambria ETF Trust | 490,804 | 0 | 0 | 0 | For |
| PIMCO | 0 | 487,267 | 0 | 0 | Against |
| Jackson National | 62,301 | 348,776 | 0 | 0 | Mixed |
| ALPS ETF Trust | 0 | 401,162 | 0 | 0 | Against |
| New York Life | 0 | 361,882 | 0 | 0 | Against |
| ADVISORS' INNER CIRCLE FUND | 0 | 348,000 | 0 | 0 | Against |
Fund voting reports, all 95 managers: 8,367,847 for, 60,511,134 against, 7,093 abstained. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 710,122 | 5,902,447 | 0 | 0 | Mixed |
| State Street | 2,174 | 5,875,970 | 0 | 0 | Against |
| Fidelity | 0 | 5,608,617 | 0 | 0 | Against |
| GEODE CAPITAL MANAGEMENT, LLC | 0 | 5,050,997 | 0 | 0 | Against |
| LSV ASSET MANAGEMENT | 0 | 4,134,520 | 0 | 0 | Against |
| Gabelli | 2,749,578 | 0 | 0 | 0 | For |
| FULLER & THALER ASSET MANAGEMENT, INC. | 0 | 2,404,044 | 0 | 0 | Against |
| Charles Schwab | 0 | 1,895,982 | 0 | 0 | Against |
| Northern Trust | 0 | 1,758,772 | 0 | 0 | Against |
| SEI | 0 | 1,438,576 | 0 | 0 | Against |
| WATER ISLAND CAPITAL LLC | 1,247,545 | 0 | 0 | 0 | For |
| OAK RIDGE INVESTMENTS LLC | 0 | 1,198,921 | 0 | 0 | Against |
| Pentwater Capital Management LP | 0 | 1,198,921 | 0 | 0 | Against |
| MELLON INVESTMENTS Corp | 0 | 1,085,671 | 0 | 0 | Against |
| AllianceBernstein | 0 | 1,073,189 | 0 | 0 | Against |
| Dimensional | 0 | 986,777 | 0 | 0 | Against |
| Invesco | 959,984 | 0 | 0 | 0 | For |
| PRINCIPAL GLOBAL INVESTORS | 0 | 869,814 | 0 | 0 | Against |
| Magnetar Financial LLC | 0 | 841,315 | 0 | 0 | Against |
| PICTON MAHONEY ASSET MANAGEMENT | 700,000 | 0 | 0 | 0 | For |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | 675,000 | 0 | 0 | 0 | For |
| Vanguard | 0 | 651,523 | 0 | 0 | Against |
| PUBLIC SECTOR PENSION INVESTMENT BOARD | 0 | 647,359 | 0 | 0 | Against |
| PACIFIC INVESTMENT MANAGEMENT CO LLC | 0 | 596,615 | 0 | 0 | Against |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 0 | 560,610 | 0 | 0 | Against |
Institutional-manager reports, all 313 managers: 9,481,735 for, 55,453,230 against, 351,844 abstained, 3,354 not voted, 46 1 year. Showing the 25 largest; see all in the interactive database.
Combines 2 wordings of this item as funds reported it.
37% Fund and manager reports combined; may count the same shares twice · no official result
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| JPMorgan | 0 | 190,362 | 0 | 0 | Against |
| Empower | 0 | 141,551 | 0 | 0 | Against |
| HC CAPITAL TRUST | 0 | 2,249 | 0 | 0 | Against |
| CLEARWATER INVESTMENT TRUST | 0 | 2,194 | 0 | 0 | Against |
Fund voting reports, all 4 managers: 336,356 against.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Taconic Capital Advisors LP | 256,634 | 0 | 0 | 0 | For |
| BlackRock | 192 | 107,117 | 0 | 0 | Against |
| APG Asset Management US Inc. | 0 | 4,000 | 0 | 0 | Against |
| Convergence Investment Partners, LLC | 3,710 | 0 | 0 | 0 | For |
| MILLER HOWARD INVESTMENTS INC /NY | 0 | 68 | 0 | 0 | Against |
| Coyle Financial Counsel LLC | 44 | 0 | 0 | 0 | For |
Institutional-manager reports, all 6 managers: 260,580 for, 111,185 against.
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 159,900,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 11.16% |
| 2 | Vanguard | 10.62% |
| 3 | Fidelity | 3.33% |
| 4 | Dimensional | 2.25% |
| 5 | State Street | 1.53% |
| 6 | UNDISCOVERED MANAGERS FUNDS | 1.29% |
| 7 | Charles Schwab | 1.10% |
| 8 | Calamos | 1.04% |
| 9 | Royce | 0.77% |
| 10 | Pacer Funds Trust | 0.76% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 4.14% |
| 2 | State Street | 3.68% |
| 3 | Fidelity | 3.51% |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 3.16% |
| 5 | LSV ASSET MANAGEMENT | 2.59% |
| 6 | Gabelli | 1.72% |
| 7 | FULLER & THALER ASSET MANAGEMENT, INC. | 1.50% |
| 8 | Charles Schwab | 1.19% |
| 9 | Northern Trust | 1.10% |
| 10 | SEI | 0.90% |
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.
| Holder | % outstanding | Disclosure |
|---|---|---|
| BlackRock, Inc. | 17.26% | DEF14A |
| Vanguard Group | 11.59% | 13F |
| Dimensional Fund Advisors LP | 6.45% | DEF14A |
| Morgan Stanley | 1.18% | 13F |
| Lynn Beall | 0.12% | DEF14A |
| Scott K. McCune | 0.07% | DEF14A |
| Thomas Cox | 0.05% | DEF14A |
| Stuart J. Epstein | 0.04% | DEF14A |
| Julie Heskett | 0.03% | DEF14A |
| Melinda C. Witmer | 0.03% | DEF14A |
Percentages above are of 159,900,000 shares outstanding, as reported by TEGNA Inc. on its Form 10-K dated December 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
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 TEGNA Inc.’s 10-K dated December 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At TEGNA Inc.'s shareholder meeting held November 18, 2025, in the 2025-2026 proxy season, 400 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,439 separate fund positions. Their filings are grouped here into 5 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory (non- binding basis), the compensation that may be paid or become… — FOR was 16% 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 not more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: TEGNA Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on November 21, 2025.
TEGNA Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.