Union Launches Shareholder Revolt to Block Nexstar-TEGNA Acquisition

The local television landscape is facing a high-stakes power struggle as the Communications Workers of America (CWA) moves to spark a shareholder revolt against Nexstar’s proposed $6.2 billion acquisition of TEGNA. Representing hundreds of workers through the National Association of Broadcast Employees and Technicians (NABET-CWA), the union announced on Monday that it will bypass traditional protests in favor of five "governance proposals" to be presented at Nexstar’s upcoming annual meeting. By soliciting direct shareholder approval, the CWA aims to dismantle the corporate structure that currently allows the media giant to pursue massive mergers without more stringent oversight.

Central to the union's strategy is a challenge to Nexstar’s leadership model. Currently, Perry Sook serves as both Chairman and CEO, a dual role the CWA argues lacks independent check-and-balance. Their proposals call for an independent chairman or, at the very minimum, a lead independent director to oversee the board. Additionally, the union is seeking to lower the threshold for shareholders to call special meetings and nominate directors, while requiring explicit shareholder consent for major mergers and acquisitions like the TEGNA deal.

The CWA has long been a vocal critic of the merger, contending that such "empire-building" inevitably leads to the paring back of local news and the elimination of jobs in markets where Nexstar would own multiple stations. NABET-CWA President Charlie Braico stated that the board's record of governance problems is harmful to shareholders and noted that the company has repeatedly engaged in "frivolous appeals" to avoid recognizing its workers' unions. He argued that the transaction is being pursued to the detriment of both the employees and the long-term health of the company.

Despite this internal resistance, the deal has gained significant political momentum. President Donald Trump has voiced his support, framing the merger as a way to create more competition against what he terms "Fake News National TV Networks." Furthermore, FCC Chairman Brendan Carr has signaled his approval of the expansion. However, the path forward remains legally murky, as it is not entirely clear if the FCC has the unilateral authority to raise the current 39 percent national TV station ownership cap. While Nexstar has declined to comment on the union's specific maneuvers, the outcome of the upcoming annual meeting will likely determine whether shareholders choose to align with management's growth strategy or the union's call for restraint and reform.