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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) January 2, 2025 (December 30, 2024)
 
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Georgia
001-13796
58-0285030
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
4370 Peachtree Road, NE, Atlanta, Georgia
30319
(Address of Principal Executive Offices)
(Zip Code)
 
404-504-9828
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each Class Trading Symbol(s) Name of each exchange on which registered
Class A common stock (no par value) GTA.A New York Stock Exchange
common stock (no par value) GTN New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
--12-31
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On December 30, 2024, Gray Television, Inc. (the “Company”) announced that it was changing its corporate name to Gray Media, Inc. effective as of 12:01 a.m. on January 1, 2025, pursuant to a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, filed with the Georgia Secretary of State on December 30, 2024 (the “Name Change”). Pursuant to Georgia law, a shareholder vote was not necessary to effectuate the Name Change. Copies of the press release announcing the Name Change and the Certificate of Amendment are each attached hereto as Exhibits 99.1 and 3.1, respectively, and are incorporated by reference herein.
 
The Name Change does not affect the Company’s trading symbols, its CUSIPs, nor the rights of its security holders. The Company’s anticipates that its common stock and Class A common stock will begin trading under its new name on January 10, 2025.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)     Exhibits.
 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Gray Television, Inc.
  
     
January 2, 2025
By:  
/s/ Jeffrey R. Gignac
  
   
Name:  
Jeffrey R. Gignac
  
   
Title:  
Executive Vice President and
Chief Financial Officer
  
 
 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO
ARTICLES OF INCORPORATION

OF
GRAY TELEVISION, INC.

 

 

FIRST:

The name of the corporation is Gray Television, Inc. (the “Corporation”).

 

SECOND:

Article 1 of the Articles of Incorporation of the Corporation is hereby deleted in its entirety and replaced by the following new Article 1:

 

“The name of the corporation is Gray Media, Inc.”

 

THIRD:

The amendment was duly adopted by the Corporation’s Board of Directors (the “Board”) on December 23, 2024.

 

FOURTH:

The Board adopted the amendment without shareholder action pursuant to Section 14-2-1002 of the Georgia Business Corporation Code.

 

FIFTH:

The Corporation hereby undertakes to publish a notice of the filing of these Articles of Amendment as required by Section 14-2-1006.1(b) of the Georgia Business Corporation Code.

 

SIXTH:

The amendment shall be effective as of 12:01 a.m. on January 1, 2025.

 

 

 

  Gray Television, Inc.  
       
       
       
  By: /s/ Jeffrey R. Gignac  
       
  Name: Jeffrey R. Gignac  
       
  Title: Executive Vice President and Chief  
       
  Financial Officer  

 

 

Exhibit 99.1

 

image01.jpg

 

NEWS RELEASE

 

Gray Television, Inc. Will Officially Become Gray Media, Inc.

 

Atlanta, Georgia – December 30, 2024. . . Gray Television, Inc. (NYSE: GTN) today announced that its Board of Directors has unanimously voted to change the company’s name to Gray Media, Inc. effective as of 12:01 a.m. on January 1, 2025. The Board’s action aligns the company’s formal name with the widespread practice over the past few years of referring to the company as “Gray Media” or simply “Gray” both internally and externally.

 

Executive Chairman, Hilton H. Howell, explained, “Over the past decade, Gray has grown into new geographic and business markets, while also expanding content and product offerings for our loyal viewers. Our reach has diversified beyond local media, and we’re investing time and resources into new business models and technologies — more now than at any other time in the company’s 127-year history. With this growth and change, formally updating the company’s name to Gray Media, Inc. reflects our ongoing transformation and continued desire to lead the way in traditional and new media, alongside our leading broadcast stations.”

 

The name change does not affect the company’s trading symbols, its CUSIPs, nor the rights of its security holders. The company anticipates that its common stock and Class A common stock will begin trading under its new name on January 10, 2025.

 

Forward-Looking Statements: 

 

This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “intend,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include Gray’s ability to complete its corporate name change, and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.graymedia.com. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

 

 

4370 Peachtree Road, NE, Atlanta, GA 30319 | P 404.504.9828 F 404.261.9607 | www.graymedia.com

 
 

 

About Gray:

 

Gray Media, or Gray, is a multimedia company headquartered in Atlanta, Georgia, formally known as Gray Television, Inc. The company is the nation’s largest owner of top-rated local television stations and digital assets serving 113 television markets that collectively reach approximately 36 percent of US television households. The portfolio includes 77 markets with the top-rated television station and 100 markets with the first and/or second highest rated television station, as well as the largest Telemundo Affiliate group with 43 markets totaling nearly 1.5 million Hispanic TV Households. The company also owns Gray Digital Media, a full-service digital agency offering national and local clients digital marketing strategies with the most advanced digital products and services. Gray’s additional media properties include video production companies Raycom Sports, Tupelo Media Group, and PowerNation Studios, and studio production facilities Assembly Atlanta and Third Rail Studios. Gray owns a majority interest in Swirl Films. For more information, please visit www.graymedia.com.

 

Gray Contacts:

 

Jeffrey R. Gignac, Executive Vice President, Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

 

 

#         #         #

 

 
v3.24.4
Document And Entity Information
Dec. 30, 2024
Document Information [Line Items]  
Entity, Registrant Name Gray Television, Inc.
Document, Type 8-K
Document, Period End Date Dec. 30, 2024
Entity, Incorporation, State or Country Code GA
Entity, File Number 001-13796
Entity, Tax Identification Number 58-0285030
Entity, Address, Address Line One 4370 Peachtree Road
Entity, Address, City or Town Atlanta
Entity, Address, State or Province GA
Entity, Address, Postal Zip Code 30319
City Area Code 404
Local Phone Number 504-9828
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Current Fiscal Year End Date --12-31
Amendment Flag false
Entity, Central Index Key 0000043196
ClassACommonStockNoParValue Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Class A common stock (no par value)
Trading Symbol GTA.A
Security Exchange Name NYSE
CommonStockNoParValue Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security common stock (no par value)
Trading Symbol GTN
Security Exchange Name NYSE
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