EW SCRIPPS CLASS A (SSP)
Sector: Communication
2026 Annual Meeting Analysis
EW SCRIPPS CLASS A · Meeting: May 4, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold triggering an AGAINST vote; the five-year record is even worse (-80% vs. the sector), so there is no longer-term track record to soften the judgment.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold triggering an AGAINST vote; the five-year record is even worse (-80% vs. the sector), so there is no longer-term track record to soften the judgment.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points far exceeding the 30-point threshold; the five-year record (-80%) shows no mitigating longer-term track record, and as Board Chair since 2021, Ms. Williams bears particular accountability for the sustained underperformance.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold; the five-year record is even worse, confirming sustained underperformance rather than a temporary trough.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold; the five-year record confirms this is sustained, not transient, underperformance.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold; the five-year record is equally poor, confirming sustained underperformance.
SSP's stock has lost roughly half its value over three years while the Communication Services sector ETF (XLC) gained about 105%, a gap of nearly 157 percentage points that far exceeds the 30-point threshold; Ms. Radford joined in 2022 so her tenure covers the majority of the underperformance window, and the five-year record provides no mitigating context.
As the CEO and a director since 2017, Mr. Symson bears direct responsibility for the company's strategy during the full period of severe underperformance; the stock has lost roughly half its value over three years vs. a gain of about 105% for the Communication Services sector ETF (XLC), a gap of nearly 157 percentage points, and the five-year record (-80%) confirms this is sustained underperformance rather than a temporary trough.
For Analysis
Mr. Mehta joined the board in 2024 and has been a director for less than 24 months, so under policy he is exempt from the TSR underperformance trigger; no other disqualifying flags identified.
Mr. Granado joined the board in 2023 and has been a director for less than 24 months relative to the meeting date in May 2026, placing him within the policy's new-director exemption window; no other disqualifying flags identified.
Ms. Holcomb joined the board in 2023 and has been a director for less than 24 months relative to the May 2026 meeting date, placing her within the policy's new-director exemption window; no other disqualifying flags identified.
Ms. Ward is a new nominee with no prior board tenure at SSP, so she is exempt from the TSR trigger; she brings relevant institutional knowledge as a long-time president of Miramar Services, and no other disqualifying flags are identified.
The TSR underperformance trigger fires broadly across the slate: SSP's three-year stock return of -52.1% trails the Communication Services sector ETF (XLC) by nearly 157 percentage points, far exceeding the 30-point threshold for companies with negative absolute returns, and the five-year return of -80% confirms there is no mitigating longer-term track record. Eight of twelve nominees who have served more than 24 months receive AGAINST votes. Four nominees — Mehta (2024 joiner), Granado (2023 joiner), Holcomb (2023 joiner), and new nominee Ward — qualify for the new-director exemption and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Adam P. Symson
Total Comp
$7,239,619
Prior Support
N/A
The CEO received total compensation of approximately $7.2 million in 2025, including a $4.7 million long-term incentive opportunity, while the company's stock has lost more than half its value over three years against a Communication Services sector (XLC) gain of about 105% — a gap of nearly 157 percentage points that signals a severe disconnect between executive pay outcomes and shareholder experience. The long-term incentive program uses the same short-term operating cash flow and revenue metrics as the annual bonus, meaning executives can earn substantial equity awards based on one-year results rather than true multi-year shareholder value creation, undermining the intent of variable pay. When above-benchmark incentive pay is combined with this level of shareholder underperformance, the pay-for-performance alignment test fails under policy.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,358,444
Non-Audit Fees
$2,043
Non-audit fees were only $2,043 against audit fees of $2,358,444 — a ratio of well under 1%, far below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of this size, and no material restatements or other disqualifying factors are identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Ratification of the Company's Shareholder Rights Plan Adopted by the Board of Directors on November 25, 2025
A shareholder rights plan (commonly called a poison pill) is an anti-takeover device that makes it very difficult for any outside investor to acquire a significant stake in the company without board approval — in effect, it protects the current board and management from being replaced through a market transaction. The board adopted this plan unilaterally in November 2025 without seeking prior shareholder approval, and is now asking shareholders to ratify it after the fact. Given that SSP's stock has lost more than half its value over three years, the Scripps family already controls 93% of the voting shares providing ample protection against unwanted control changes, and the board is seeking additional entrenchment tools, ratification is not in the interest of Class A shareholders who have suffered severe losses and deserve maximum optionality for value recovery.
Overall Assessment
The 2026 SSP annual meeting ballot presents a challenging picture for shareholders: the stock has lost over half its value in three years against a sector that gained roughly 105%, triggering AGAINST votes on eight of twelve director nominees and on Say on Pay due to a fundamental disconnect between executive rewards and shareholder outcomes. The auditor ratification is straightforward (FOR), but the board's unilateral adoption of a poison pill — now seeking after-the-fact ratification — adds an additional governance concern given the family's existing 93% voting control and the company's poor stock performance track record.