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) February 25, 2021

Gray Television, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Effective on February 25, 2021, the Board of Directors (the “Board”) of Gray Television, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from nine to ten members and appointed Sterling A. Spainhour, Jr. to serve as a director. Mr. Spainhour, who satisfies the independence requirements of the NYSE and the Securities and Exchange Commission (the “SEC”) rules, will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2021 annual meeting of stockholders, and until his successor is duly elected and qualified. Mr. Spainhour, age 52, is Senior Vice President, General Counsel and Corporate Secretary, and chief compliance officer, for Georgia Power Company, a public utility company that provides electric service to retail customers.

There are no arrangements or understandings between Mr. Spainhour and any other persons pursuant to which Mr. Spainhour was appointed as a director, and Mr. Spainhour is not a party to any transaction with the Company reportable pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933. Mr. Spainhour’s compensation will be consistent with other non-employee members of the Board, which is described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 26, 2020, and as may be amended from time to time by the Board.

On February 25, 2021, the Company issued a press release announcing the appointment of Mr. Spainhour to the Board, as described under Item 5.02, above. A copy of the press release is attached as Exhibit 99.1 to this Current Report. The information included in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the U.S. Securities Act of 1933, as amended, or the Exchange Act.

On February 25, 2021, the Company issued a press release announcing that the Board authorized the initiation of a regular quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The first dividend is payable on March 31, 2021, to shareholders of record at the close of business on March 15, 2021.

A copy of the press release announcing the dividend is attached hereto as Exhibit 99.2 to this Current Report and incorporated herein by reference.

(d)    Exhibits.

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.