SSP EW Scripps Company

Report on the Security Ownership of Certain Beneficial Owners

The following table sets forth certain information with respect to persons known to management to be the beneficial owners, as of January 31, 2023, unless indicated otherwise in the footnotes below, of more than 5 percent of the Company’s outstanding Class A Common Shares or Common Voting Shares. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them. The percentages shown in the table are based on 71,644,745 Class A Common Shares and 11,932,722 Common Voting Shares outstanding as of January 31, 2023, unless indicated otherwise in the footnotes below.

(1) The information in the table and this footnote is based on information provided to the Company by Miramar Services, Inc. and information contained in Amendment 12 (dated February 21, 2023) to a Schedule 13D filed with the Securities and Exchange Commission, by certain descendants of Robert P. Scripps and John P. Scripps and certain trusts of which descendants of John P. Scripps or Robert P. Scripps are trustees or beneficiaries, all of whom or which are Signatories to the Scripps Family Agreement, which governs the voting of all Common Voting Shares held by them. Miramar Services, Inc. provides administrative services to certain members of the Scripps family. The Signatories to the Scripps Family Agreement report shared voting power with each other with respect to the Common Voting Shares shown in the table. In addition to these Common Voting Shares, according to such Amendment to Schedule 13D, two of the Signatories act as co-trustees with respect to 534,666 Common Voting Shares on behalf of a minor descendant who is not a party to the Scripps Family Agreement, and another Signatory acts as a trust advisor to trusts holding 267,333 Common Voting Shares for the benefit of certain minor descendants who are not parties to the Scripps Family Agreement. Signatories of the Scripps Family Agreement also beneficially own 10,957,360 Class A Common Shares (not including Class A Common Shares into which the common voting shares are convertible). Class A Common Shares are not subject to the Scripps Family Agreement. In addition to these Class A Common Shares, the two Signatories mentioned above who act as co-trustees on behalf of a minor descendant who is not a party to the Scripps Family Agreement may be deemed to share beneficial ownership of a total of 653,204 Class A Common Shares held for the benefit of such minor descendant, and the Signatory referred to above who acts as a trust advisor to trusts for the benefit of certain other minor descendants who are not parties to the Scripps Family Agreement may be deemed to beneficially own 326,601 Class A Common Shares as trust advisor for such minor descendants. No single individual or trust that is a Signatory beneficially owns 5% or more of the Company’s outstanding Class A Common Shares. The following Signatories may be deemed to beneficially own, or share beneficial ownership with other Signatories of, more than 5% of the Common Voting Shares as a result of direct ownership or indirect ownership as trustees for various trusts or as co-guardians or advisors for the above-referenced minors: Elizabeth A. Logan (6.7%); Virginia S. Vasquez (6.7%); Barbara Victoria Scripps Evans (6.5%); Anne M. La Dow (6.5%); Paul K. Scripps (6.1%); Jimmy R. Scripps (5.3%); William A. Scripps (5.3%);

Mary Peirce (5.2%); Charles E. Scripps, Jr. (5.2%); Eaton M. Scripps (5.2%); and Edward W. Scripps, Jr. (5.2%). See “Related Party Transactions - Scripps Family Agreement” below. The reporting parties filing the Schedule 13D as most recently amended are Virginia S. Vasquez, Rebecca Scripps Brickner, Edward W. Scripps, Jr., Corina S. Granado, Jimmy R. Scripps, Margaret Scripps Klenzing, Mary Ann S. Sanchez, William H. Scripps, Marilyn J. Scripps, William A. Scripps, Gerald J. Scripps, Charles E. Scripps, Jr., Eli W. Scripps, Jonathan L. Scripps, Molly E. McCabe, Barbara Victoria Scripps Evans, John P. Scripps Trust under agreement dated 2/10/77 FBO Peter M. Scripps, John P. Scripps Trust under agreement dated 2/10/77 FBO Paul K. Scripps, John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, John P. Scripps Trust under agreement dated 2/10/77 FBO Barbara Scripps Evans, The Marital Trust of the La Dow Family Trust, Anne M. La Dow Trust under agreement dated 10/27/2011, The La Dow Family Trust under agreement dated 6/29/2004, John Peter Scripps 2013 Revocable Trust under agreement dated 12/20/13, Ellen M. Scripps Revocable Trust dated 4/17/14, as thereafter amended or restated, Thomas S. Evans Irrevocable Trust under agreement dated 11/13/2012, Douglas A. Evans, Julia Scripps Heidt, Paul K. Scripps, Peter R. La Dow, J. Sebastian Scripps, Anne M. La Dow, Wendy E. Scripps, Elizabeth A. Logan, Cynthia J. Scripps, John P. Scripps, Mary Peirce, Megan Scripps Tagliaferri, Eva Scripps Attal, Kathy Scripps, Eaton M. Scripps, Wesley W. Scripps, Ellen M. Scripps, Cody Dubuc, Careen Cardin Trust dated November 16,2018, Sam D. F. Scripps, R. Michael Scagliotti, William A. Scripps, Jr., Welland H. Scripps, Kendall S. Barmonde, Charles L. Barmonde, Manuel E. Granado, Geraldine Scripps Granado, Raymundo H. Granado, Jr., Anthony S. Granado, Ellen B. Granado, Crystal Vasquez Lozano, Elizabeth Scripps, James Bryce Vasquez, John Patrick Scripps, Keon Korey Vasquez, Peggy Scripps Evans, Samuel Joseph Logan, Maxwell Christopher Logan, Savannah Brickner, Monica O. Holcomb, Samantha J. Brickner, Nathanial W. Heidt, Austin S. Heidt, Robert S. Heidt III, Jessica L. Hoerster, Jenny Sue Scripps Mitchell, Vanessa L. Sanchez, Veronica E. Sanchez, Brittany Jean Scripps, Shannon Leigh Howard, McCabe A. Balance, Robert P. Scripps, Jr. Irrevocable Trust for the benefit of Jacqueline Scripps and Robert P Scripps, Jr. Irrevocable Trust for the benefit of Robert P. Scripps IV.

Report on the Security Ownership of Management

The following information is set forth with respect to the Company’s Class A Common Shares and Common Voting Shares beneficially owned as of January 31, 2023, by each director and each nominee for election as a director of the Company, by each named executive officer, and by all directors and executive officers of the Company as a group. As of January 31, 2023, there were 71,644,745 Class A Common Shares outstanding and 11,932,722 Common Voting Shares outstanding. Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to all shares shown therein as being beneficially owned by them.

Prohibition of Hedging and Pledging

Directors, officers and key employees are prohibited from engaging in any hedging or pledging transactions with our Class A Common Shares.

Report on the Board of Directors and its Committees

2022 Board Meetings

During 2022, the Board held four regularly scheduled meetings and one telephonic meeting. All directors attended all of the meetings of the Board and of the committees on which they served during 2022.

Executive Sessions of Directors

During 2022, executive sessions of non-management directors were held at each board meeting. The director who presided at these meetings was the Board Chair or another director selected by the Board at the time of such meeting.

Standing Committees and Committee Charters

The Company has standing executive, audit, compensation & talent management and nominating & governance committees. Each committee is governed by its own committee charter which outlines the committee’s mission, authority, responsibilities, composition, frequency of meetings, requirements for minutes, and how they report their findings to the Board. Charters are reviewed and updated, if necessary, annually. The charter for each such standing committee is available for review on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

Committees of the Board of Directors

Executive Committee. Kim Williams (chair), Charles L. Barmonde, Kelly P. Conlin, John W. Hayden, and Adam P. Symson are the members of the executive committee. This committee may exercise all of the powers of the Board in the management of the business and affairs of the Company between Board meetings except the power to fill vacancies on the Board or its committees. The executive committee meets only as necessary. During 2022, the executive committee did not meet.

Audit Committee. Kim Williams (chair), Lauren Rich Fine and John W. Hayden are the members of the audit committee. The purpose of the committee is to assist the Board in fulfilling its oversight responsibility relating to (1) the integrity of the Company’s financial statements and financial reporting process and the Company’s systems of internal accounting and financial controls; (2) the performance of the internal audit services function; (3) the annual independent audit of the Company’s financial statements, the engagement of the independent auditors and the evaluation of the independent auditors’ qualifications, independence, performance and fees; (4) the compliance by the Company with legal and regulatory requirements, including the Company’s disclosure controls and procedures; (5) the review of the Company’s enterprise risk issues including, but not limited to, financial, cybersecurity, information technology, data privacy, legal and business continuity; (6) review the Company’s risk related to environmental, social and governance (ESG) issues and financial ESG-related disclosures; and (7) the fulfillment of all other responsibilities as outlined in its charter. The internal and independent auditors have unrestricted access to the audit committee. The committee meets privately with each of the independent auditors, the internal auditors and management. During 2022, the audit committee held four meetings.

Compensation & Talent Management Committee. Kelly P. Conlin (chair), Marcellus W. Alexander, Jr., Burton F. Jablin and Anne M. La Dow are the members of the compensation & talent management committee. The committee is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s directors and officers and talent management and diversity strategies of the larger employee population. The committee reviews and approves the Company’s compensation principles that apply generally to Company employees. It also reviews and approves the Company’s goals and objectives relevant to compensation of the chief executive officer and executive officers (“senior executives”) and evaluates their performance in light of those goals and objectives. Annually, the compensation & talent management committee conducts a performance review of the chief executive officer, the results of which are shared with the entire Board. With respect to senior executives, the committee reviews and approves a peer group of companies against which it compares the Company’s compensation programs and practices for senior executives and directors, and the chief executive officer makes recommendations to the committee regarding the compensation elements of his direct reports in light of their goals and objectives. The committee reviews all of the components of the chief executive officer’s and the senior executives’ compensation, including goals and objectives, employment arrangements, severance arrangements and plans, incentive plans,

employee benefit plans, perquisite arrangements, the Incentive Compensation Recoupment Policy (“claw-back policy”) and stock ownership guidelines. The committee has the authority to administer the cash-based incentive plans, severance arrangements and plans and change in control arrangements and plans covering the chief executive officer and senior executives. The committee is also responsible for reviewing the result of any shareholder advisory vote regarding the compensation of the Company’s named executive officers and making recommendations to the Board on how to respond to those votes as well as recommending to the Board whether to hold the shareholder advisory vote every one, two or three years. The committee oversees the annual review of the Company’s compensation policies and practices for all employees, including non-senior executives, to determine whether they create financial risks. The committee receives quarterly updates from the Company related to human capital management strategies, policies and required disclosures, including with respect to matters such as equity, diversity and inclusion and talent development. The committee may delegate any of its responsibilities to a subcommittee composed of one or more members of the committee, or to one or more other directors, in each case as it deems appropriate, other than in connection with any power or authority required by law, regulation or listing standard to be exercised by the committee as a whole.

With respect to any funded employee benefit plans covering employees of the Company subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, the committee has the definitive authority to appoint and terminate the named fiduciary or named fiduciaries of such plan(s). The committee reviews succession planning relating to positions held by senior officers of the Company and reviews director compensation and makes recommendations with respect thereto to the Board. The committee is also responsible for producing an annual report for inclusion in the Company’s proxy statement and reviewing and approving the Compensation Discussion and Analysis and related compensation disclosures included in the Company’s proxy statement. The committee has the authority to engage outside consultants to assist in determining appropriate compensation levels for the chief executive officer, other senior executives and directors. In 2022, the committee retained Korn Ferry to assist it in developing and reviewing our executive and director compensation strategy and programs. During 2022, the compensation & talent management committee held four meetings.

Nominating & Governance Committee. John W. Hayden (chair), Charles L. Barmonde, Leigh B. Radford, R. Michael Scagliotti and Kim Williams are the members of the nominating & governance committee. The purpose of the committee is (1) to assist the Board by identifying individuals qualified to become Board members and to recommend director nominees to the Board and to the signatories to the Scripps Family agreement; (2) to recommend to the Board corporate governance principles that might be applicable to the Company; (3) to lead the Board and its committees in the annual review of the Board and its committees’ performance; (4) to recommend to the Board nominees for each committee of the Board; (5) to quarterly review with the Chief Ethics Officer the status of complaints received; and (6) to oversee the Company’s overall strategy on environmental, social and governance (ESG) initiatives, including evaluating the impact of the Company’s practices on the communities in which it operates and on the Company’s other constituencies and stakeholders. During 2022, the nominating & governance committee held four meetings.

Environmental, Social & Governance Responsibility at Scripps

Scripps is a Fortune 1000 American media enterprise with deep relationships in local markets and broad national audience reach. Our journalism and programming can be found online, on social media and anywhere people watch television. Through broadcast stations that are embedded in local communities; entertainment networks that reach national audiences; the Scripps News national news network; and a wide range of initiatives aimed at bringing people together through media, Scripps produces and distributes trusted and beloved content that informs, engages, entertains and uplifts.

With an eye to the future, Scripps is building new ways to stay ahead of tomorrow’s media consumer - accelerating new technologies and distribution models to challenge assumptions and propel the industry toward a sustainable future.

Our core values of courage, compassion, curiosity and community aren’t just words on paper, they are central to the way we work, how we make decisions and the way we treat each other – and our business partners. Likewise, equity, diversity and inclusion are intentional efforts to create a workplace where employees, audiences and other stakeholders feel valued and able to reach their full potential. We are dedicated to ensuring the company reflects the communities where we live, work and play.

Through our philanthropic arm the Scripps Howard Fund and the nearly 100-year-old Scripps National Spelling Bee, we are investing in the next generation of storytellers and changemakers with the firm belief that information, and understanding how to interpret it, are keys to unlocking the world around them.

Together with those we serve, we’re both imagining the future of media and creating it. And it is through our many communities – our employees, our audiences and advertisers, our investors – that we live out our corporate social responsibility.

We at Scripps are passionate about the importance of journalism in our democracy – a Fourth Estate that balances government power, holds authority figures and institutions accountable and improves the lives of those we serve. We know that a dynamic news media is instrumental to a healthy nation that governs itself through transparency and civil discourse. This vision drives our internal priorities and our external partnerships and activities and provides a broad view of the stakeholders to whom we are responsible.

Our corporate social responsibility takes shape through our environmental, social and governance (“ESG”) policies and procedures, and during 2022, we made significant progress in evolving Scripps’ ESG program.

In addition to identifying our ESG focus topics, we have defined the governance structure around our ESG program. Our Board of directors monitors our ESG-related risks and opportunities while each of the committees of the Board oversees the ESG initiatives relevant to it. We have expanded committee charter language to include comprehensive ESG-related responsibilities and ESG content is discussed at each quarterly board meeting. It is management’s responsibility to drive the ESG program, and ensure alignment with the Company’s mission, vision and strategy, while a steering committee and working group comprised of leaders and key employees from various departments and business units participates in executing the ESG strategy.

During 2022, we spent time building on our ESG foundation. We engaged with our working group and steering committee members to inventory the current ESG-related plans, programs and initiatives that are, and have been, in place for some time supporting the Scripps mission. Our work also included development of both short and long-term ESG operational opportunities important to our various stakeholders. Currently, we are working to calculate our Scope 1 and Scope 2 carbon emissions to give us a baseline that will allow us to identify opportunities to reduce our carbon footprint.

Journalistic Integrity and Sponsorship Identification

Scripps is dedicated to fulfilling our instrumental role as a member of the Fourth Estate in American democracy.

We strive to provide coverage that is objective and non-partisan in all of our local and national news outlets. We believe American audiences need news that is facts-based in order to make the best decisions about their lives and their governments. Our investigative reporting plays a crucial role in holding the powerful accountable and giving voice to those who are less empowered. On the local market level, we own 61 stations across the country with news operations that serve their regional communities with the information they need about government malfeasance, life-threatening weather or a reason to come together in celebration. On the national level, we cover the country with Scripps News, recently rebranded from Newsy, allowing us to both go deep in local regions and broadly across the U.S.

Both the local and national news organizations strive to earn and maintain the trust of the public and to be fearless in the pursuit of the truth. Scripps journalists adhere to our journalism ethics practices when gathering and reporting the news and welcome an open dialogue with the public about their news-gathering processes. The Scripps Journalism Ethics Guidelines are available at this URL: https://assets.scrippsdigital.com/docs/journalism-ethics-guidelines.pdf.

Toward this end, Scripps has committed time, talent and other resources to four key issues impacting the important role of journalism in our society:

The Fund also operates the Scripps Howard Awards, one of the nation’s most prestigious American journalism competitions. The awards recognize and promote journalism that spurs action, news organizations that go the extra mile to expose previously undisclosed or misunderstood information and journalists who embrace new tools, channels, technologies and approaches. In 2022, the Fund shifted the goal of the Awards to reach the public at large to reinforce the value of journalism and build trust in the work of journalists.

The annual Give Light Awards are another way in which the Company celebrates the work and the people who have brought our mission to life. These awards are employee-nominated and are open to Scripps employees across all divisions, brands and departments for work with a commitment to our 100-year-old company motto, Give light and the people will find their own way.

Responsibilities to Audiences

In our Local Media markets, Scripps takes pride in giving back to the places where we live and work through social service projects, by shining light on important local issues such as domestic violence and homelessness, and by sponsoring and emceeing important local philanthropic, civil and business events.

Our local television stations serve a critical public-service role in keeping viewers informed during natural disasters, and they host telethons and other fundraising efforts to help those affected. For example, after Hurricane Ian hit Fort Myers, Florida, in September 2022, the Fund worked with Scripps’ stations across the nation to raise nearly half a million dollars from viewers, Scripps’ employees and members of the Scripps family in relief funding for those impacted by the storm.

In addition to public safety, our stations serve a key public watchdog role. They investigate wrongdoing in the government and business sectors, bringing to light malfeasance and driving positive community change. Our stations also spotlight those in need, often leading to community support for those individuals or groups.

We have a responsibility to represent all of those who live in our communities. Being fair and inclusive in our coverage means understanding our audiences. To that end, Scripps requires extensive training for its local and national newsroom employees on understanding their implicit biases, researching the viewpoints of key racial and demographic groups and reporting stories that are balanced by seeking out and reflecting a wide range of voices. Scripps’ newsrooms have detailed equity, diversity and inclusion policies.

The inclusive journalism priority of the Local Media division in 2022 focused on Hispanic and Latino news consumers. Under the oversight of our inclusive journalism leader, we launched training over the summer with nearly 1,000 employees participating in online town-hall-style discussions. These conversations are built off of the foundation already laid in our African American/Black news EDI training from the past several years. The goal is to have all news employees also participate in this new training, to give them a better understanding of Hispanic communities and the sensitivities in covering those segments of the population.

In addition, in an effort to increase trust in American journalism, we conducted research by going into 100 homes in seven cities and listening deeply to our audience—hoping to understand what younger Americans need from the news that they aren’t getting. We invested millions of dollars in this research-driven listening tour. As a result, our local stations have increased the length and complexity of its segments focusing more on stories about solving problems rather than just documenting them and backing away from crime coverage. Our research indicates that the neighborhoods on the news did not resemble the places where our viewers live, work and play. As a result, we have moved away from crime coverage and each station has selected one signature issue that matters deeply to the local community.

During 2022, our local journalism was recognized with a number of prestigious national journalism awards, including a Peabody, a duPont, a George Polk Award and a Sigma Delta Chi/Society of Professional Journalists award. Our national news team won an Investigative Reporters and Editors award and was nominated for an Online News Association honor.

On the Scripps Networks front, we are embarking on a brand refresh to better position our Bounce network within the African American community. Our vision is to become a meeting ground for Black culture, conversations, and creators by presenting the most authentic view of Black lives and experiences on TV.  We continue to refine the programming and marketing while also expanding our community engagement in an effort to fulfill our mission.  In addition, Wendell Pierce has been nominated for an NAACP Image Award in the Outstanding Actor in a Television Movie, Limited‐Series or Dramatic Special category for his work in Don’t Hang Up, a Bounce Original. This is the first NAACP award nomination ever for Bounce.

Community Impact

Scripps gives back to many organizations in its corporate hometown of Cincinnati and in markets across the country where it does business. Scripps employees across the country are investing in their local communities by reporting on critical issues, entertaining audiences with quality content, fundraising to help those in need and volunteering for important causes.

The Foundation and Fund are charitable organizations established and controlled by Scripps to carry out the philanthropic objectives of the Company and further the charitable legacy of the Scripps and Howard families. The Foundation was founded in 1962 to support the Company’s charitable work, while the Fund was established as a public charity in 2022 to open new opportunities to engage our audiences and amplify our philanthropic impact.

The Foundation and the Fund are dedicated to bringing about a fully informed world by advancing journalism education, improving childhood literacy and giving back to the communities where we do business.

In 2022, the Fund and the Foundation made grants totaling $7.65 million. The Fund and the Foundation supported journalism education and programs with $3.67 million in grants and programs to improve communities with grants totaling $3.98 million. Community giving included more than $500,000 for Hurricane Ian relief, $400,000 for local non-profits to match employee donations or support employee volunteerism at community programs in Scripps markets and an additional $1.25 million for other causes important to communities where Scripps does business. In addition, the Fund and the Foundation provided nearly $1,386,000 to childhood literacy efforts, including $900,000 to fully fund book fairs for at-risk children as part of its “If You Give a Child a Book …” campaign. The additional $1 million raised during the 2022 campaign by members of the Scripps family, Scripps employees and local viewers will provide more than 200,000 books to nonprofits and schools across the country in 2023. With the funds raised through this most recent campaign, the total number of distributed books since 2016 will surpass 1 million.   

Projects for 2022 included:

Employee Experience

Human Capital Management increasingly is considered a significant driver of value and success to Scripps and many other companies.

As the global pandemic transitions to the endemic stage, we continue to rely on the three key priorities our leadership outlined to deal with the coronavirus to guide our decision making: protecting the health and welfare of our employees, executing our mission and maintaining business continuity. During 2022, we transitioned our remaining workforce back into the workplace. Once we felt safe to do so, we lifted the vaccine mandate we implemented in 2021.

While we will no longer require vaccinations, Scripps still strongly encourages vaccinations and boosters. And we will continue to offer up to two hours of time off, with pay, for employees to receive a vaccination dose or booster shot during their regular workday.

In addition to protecting our employees’ physical health, we also offer resources to assist with our employees’ mental well-being. We recently created a holistic library of well-being resources called “Healthy Minds” that is posted to the Company intranet and available to all employees.

Critical to our business success is identifying, recruiting, retaining and incentivizing our employees. We strive to attract and retain the most talented employees in the industry by offering competitive compensation and benefits. Our compensation philosophy is based on rewarding each employee’s individual contributions and striving to achieve equal pay for equal work regardless of gender, race or ethnicity. We use a combination of fixed and variable pay, including base salary, bonus, commissions and merit increases, which vary across the business and by role. In addition, as part of our long-term incentive plan for executives and certain employees, we provide share-based compensation to foster our merit-based culture, align our business leaders’ interests with those of our shareholders, and attract, retain and motivate our key leaders.

As the success of our business is fundamentally connected to the well-being of our people, we offer benefits that support their physical, financial and emotional well-being. We provide our employees with access to flexible and convenient medical programs intended to meet their needs and the needs of their families. We also offer a voluntary Employee Stock Purchase Plan (“ESPP”) whereby employees can elect to participate through payroll deductions to purchase Company stock at a discounted price. Additionally, we offer a 401k Defined Contribution Plan to all regular employees and an Executive Deferred Compensation Plan to certain senior-level employees. Financial counseling is available at no cost to our employees, providing access to confidential, one-on-one financial coaching and online resources to help with every-day financial decisions and planning for life events. Through our Scripps Howard Fund, we offer our employees opportunities to apply for grants to support their volunteer efforts in local communities as well as charitable contribution matching gifts. Our benefits vary by location and are designed to meet or exceed local laws and to be competitive in the marketplace.

We believe a key factor in employee retention is training and professional development. We have training programs across all levels of Scripps to meet the needs of various roles, specialized skill sets and departments across the Company. We use certain employee turnover rates in assessing our employee programs to ensure they are structured to instill high levels of employee tenure, low levels of voluntary turnover and optimal productivity and performance across our workforce. In 2022, we implemented quarterly all-employee engagement surveys. Data is aggregated and shared with management to help us understand priorities and opportunities that our employees find beneficial to their everyday work life. To assist us with helping employees with career growth and exploration, we invited employees to update their experience, skills and interests in our human capital management system.

As technology continues to rapidly drive change in our industry, we are partnering with Google on a multi-year initiative to transition experienced journalists with primarily print news backgrounds into broadcast news careers. Google has made a financial commitment to Scripps to underwrite the newly created Scripps Journalism Journey Initiative, and journalists selected for participation will be hired into full-time career positions in Scripps’ local and national media newsrooms.

In addition, Scripps employees have the opportunity to participate in the Google Career Certificates program with access to in-demand skills through job training in the fields of data analytics, IT support, project management, user experience (UX) design and digital marketing. These college-level courses are taught and developed by Google employees with decades of experience in these fields and are hands-on, practical and rigorous.

We strongly believe Scripps’ success depends on employees understanding how their work contributes to the Company’s overall strategy. To that end, we communicate with our workforce through a variety of channels and encourage open and direct communication, including frequent emails and videos from corporate leaders to all employees; daily company social media posting; annual all-employee awards program; employee engagement surveys; and regular town hall meetings with the CEO and other executives.

In support of keeping our employees healthy and safe, Scripps uses an employee-focused mass-communication system, allowing us to activate teams, allocate resources and provide critical direction to employees at a moment’s notice in the event of any incident and/or threat of physical harm. The program is tested on an annual basis with all locations and businesses. These exercises are a key training tool in preparing our local and enterprise leaders as well as our staff in dealing with and responding to a wide range of threats.

Equity, Diversity and Inclusion

Scripps is committed to an equitable, diverse and inclusive workplace that reflects the communities where we live, work and play. Our goal is to support all employees with the resources and development opportunities they need to write their own stories. Our overarching Equity, Diversity and Inclusion (EDI) strategy focuses on building awareness of the importance of EDI in our workplaces and communities, empowering leaders to employ EDI practices in their business units or reporting structures, and tracking equity, diversity and inclusion efforts, which culminates in regulatory reporting, divisional analysis and regular reports to the Company’s Board.

Leading Scripps’ diversity, equity and inclusion strategies across the enterprise is a chief diversity officer. She and her team partner with business and human resources leaders to develop and implement the EDI strategy as well as action plans that continually evolve Scripps’ EDI commitment. The components of these plans include:

The EDI team has developed plans to direct our Company based on our guiding principles:

Our four diversity pillars are: Race, Gender, LGBTQ+, and Veterans.

As a key focus of our EDI journey, we have labored to help both employees and external stakeholders understand how and why Scripps is focused on a more equitable, diverse and inclusive workplace. The awareness and educational part of our strategy is foundational to improving representation in our workforce. We celebrate our history and heritage months and ensure ongoing learning opportunities through The Welcome Table, which highlights educational awareness; Courageous Conversations, showcasing robust, candid discourse among employees and speakers; EDI Academy, which promotes intimate topical exchanges; and our annual Diversity Symposium. To engage employees deeper in our organization, we’ve also introduced our EDI Advisory Council, which will leverage employee perspectives on our EDI strategy and supporting tactics. Our Employee Resource Groups have increased across the organization, with each diversity pillar represented.

We kicked off several new opportunities in 2022, including incorporating EDI discussions into the onboarding process, ensuring each new employee has a firm grasp of our EDI strategy, and regularly offering unconscious bias trainings to all employees. We also have been focused on evolving our television programming through the lens of our EDI goals. In 2022, we created a dedicated position to lead efforts in inclusive journalism, helping our news markets better connect with their audiences. This person partners with news leaders in implementing the Company’s audience and demographic research findings, developing EDI best practices and placing a greater emphasis on representing all sectors of our audiences.

In 2022, we held our second annual EDI Symposium, which is our annual, weeklong event featuring internal and external speakers talking to our employees about topics related to EDI. More than 3,800 employees joined 14 inspiring sessions – a 31% increase over last year’s symposium. Of those, 42% were in manager and executive roles.

At its core, our EDI work is about engaging every employee and helping them to participate at work at their fullest level, to achieve the satisfaction of belonging and performing well.

Compliance, Professional Integrity & Ethics

The Company demonstrates its commitment to operate at the highest ethical standards through its employee Code of Conduct. Our Code of Conduct was updated significantly and re-released to employees in January 2023. Our chief ethics officer is responsible for implementation and oversight of the Code of Conduct and the ethics program and reports to the Board’s Nominating & Governance Committee on quarterly activity. We have in place a Code of Business Conduct and Ethics for the chief executive officer and the senior financial and accounting officers. It is the responsibility of the Nominating & Governance Committee and the chief financial officer to make sure this policy is operative and has effective reporting and enforcement mechanisms. Both the Code of Business Conduct and Ethics for the chief executive officer and senior financial officers and the Code of Conduct are available for review on the Company’s website at www.scripps.com (click on "Investors" and then on “Corporate Governance”) and to any shareholder who requests a printed copy from the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

We believe we have an obligation to provide employees with the guidance and support needed to ensure that lawful and ethical choices are made at work. To support this commitment, we make available to all employees, as well as our directors, an online learning module annually to ensure that employees understand the concepts included in the Code of Conduct and the importance that the Company places on ethical behavior and compliance with the law. We have also established several ways for employees to raise workplace concerns. To submit a report, employees are encouraged to contact a manager or the chief ethics officer. Employees also can submit a concern anonymously, either through a company-monitored toll-free

number or through a third-party vendor, EthicsPoint. EthicsPoint operates its own toll-free number (888-397-4911), which is operational 24 hours a day, seven days a week. Employees may also raise questions online through the Internet (www.ethicspoint.com).

We take our responsibility for compliance very seriously and want to ensure our employees are knowledgeable and confident about the risks the Company faces. We provide quarterly training modules to employees relevant for their role and level within the Company.

Cybersecurity: Protecting our systems and data from cyber threats is important for ensuring continuity of operations and maintaining the trust of our customers and stakeholders. Scripps is committed to having a strong cybersecurity program and employs a chief information security officer (“CISO”). The CISO is supported by a team of cybersecurity professionals responsible for protecting the Company from potential threats. The cybersecurity team has implemented a comprehensive cybersecurity program that includes, but is not limited to, the following measures:

The Board monitors cybersecurity and technology risks through its audit committee, which receives quarterly updates from the CISO. Intermittent updates are provided to the full Board for education purposes or when special needs arise.

Privacy: Scripps is committed to the conscientious stewardship of the personal data in our care. Our chief privacy officer oversees an enterprise-wide privacy program that includes annual training, a ‘privacy by design’ ethos within our development teams, privacy-specific contract reviews and an enterprise-wide privacy platform to manage rights, requests and consent management. Our privacy policies are updated annually and are conspicuously displayed on all applicable digital properties.

Greenhouse Gas Emissions

Because it is a broadcast company, Scripps’ carbon footprint is relatively small. However, we all have a role to play in environmental sustainability, and Scripps is taking an active approach to further lighten its impact. Many of our operations have undergone energy audits to identify more opportunity for efficiency. Recycling programs are run at the corporate office and many of our local and national media locations.

In 2022, we engaged a third-party consultant to help us identify and calculate our Scope 1 and Scope 2 carbon emissions. The majority of our carbon footprint is produced by our newsgathering vehicles, broadcast towers and backup generators. Once our carbon emissions are calculated, we can identify opportunities and solutions to reduce our footprint.

To more effectively manage the impact of weather-related events and emergencies on our operations, we have been upgrading our technologies and infrastructure such as replacing our transmitters with more efficient models. These technologies are both more efficient and make us more resilient. The more-efficient new transmitters create a smaller energy footprint. We have replaced approximately 90% of our transmitters since 2017.

To reduce our existing carbon footprint and to find energy efficiencies, LED lighting is being installed as needed. All of our Scripps Networks office lighting is LED efficient. In our Local Media offices, we have several projects planned to convert to LED lighting in 2023. Additionally, new construction projects, including our new KMGH facility in Denver, Colorado will make use of LED lighting almost exclusively. Some of our stations also have purchased or plan to purchase electric or hybrid news-gathering vehicles.

As a news organization, we strive to inform our audiences about climate change and environmental impact across our local stations’ news coverage and our national news outlet Scripps News. Scripps News has partnered with 2030 Districts, whose initiatives are to reduce greenhouse gas emissions by 50% by 2030, to produce a 23-minute segment on modern metropolises and their impact on the environment in 2022.

Scripps knows sustainability will be an ongoing effort.

Corporate Governance

The Board is committed to good corporate governance, good business practices and transparency in financial reporting. The nominating & governance committee annually reviews the Company’s corporate governance principles, a copy of which is available on the Company’s website (www.scripps.com) by first clicking on "Investors" and then on “Corporate Governance.” Copies are available in print to any shareholder who requests a copy by contacting the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

Board Leadership

Kim Williams has served as the independent chair of the Board since May 3, 2021. Ms. Williams had been the lead independent director from 2018 to 2021 and serves on the board of directors of two other public companies.

Charitable Contributions

The Company has not made any charitable contributions, where the amount exceeded $1 million, or 2 percent of such charity’s consolidated gross revenues, to any charitable organization of which a director is an executive officer of the company.

Code of Conduct

The Company demonstrates its commitment to operate at the highest ethical standards through its Code of Conduct, which is applicable to all employees. The Company’s Code of Conduct was updated significantly in the fourth quarter 2022. The Company’s chief ethics officer is responsible for implementation and oversight of the Code of Conduct and the ethics program, and reports to the nominating & governance committee on quarterly activity. Additionally, the Company has in place a Code of Business Conduct and Ethics for the Chief Executive Officer and the Senior Financial and Accounting Officers. It is the responsibility of the nominating & governance committee and the chief financial officer to make sure that this policy is operative and has effective reporting and enforcement mechanisms. Both the Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers and the Code of Conduct are available for review on the Company’s website at www.scripps.com (click on "Investors" and then on “Corporate Governance”) and to any shareholder who requests a printed copy from the Company’s secretary at secretary@scripps.com or at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202.

The Company believes it has an obligation to provide employees with the guidance and support needed to ensure that lawful and ethical choices are made at work. To support this commitment, the Company provides an online learning module annually to ensure that employees and directors understand the concepts included in the Code of Conduct and the importance that the Company places on ethical behavior and compliance with the law. The Company also has established several ways for employees to raise concerns. To submit a report, employees are encouraged to contact a manager or the chief ethics officer. Employees also can submit a concern anonymously, either through a company-monitored toll-free number or through a third-party vendor, EthicsPoint. EthicsPoint operates its own toll-free number (888-397-4911), which is operational 24 hours a day, seven days a week. Employees may also raise questions online through the Internet (www.ethicspoint.com). Employees are encouraged to provide details related to their workplace concern, including the identities of those involved and the person(s) raising the concern. All concerns involving the Code of Conduct are investigated, including concerns involving accounting and auditing matters; antitrust activity; confidentiality and misappropriation; conflict of interest; discrimination or harassment; diverting of product or business activity; embezzlement; employee relations; falsification of contracts, reports or records; gifts or entertainment; improper supplier or contractor activity; leadership or management issues; securities law violations; sexual harassment; substance abuse; theft or unsafe working conditions.

Communications with Directors

Shareholders and other interested parties wishing to communicate with the Board may do so by addressing letters to the secretary of the Company at secretary@scripps.com or by mail at 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202. The Board has instructed the secretary to review all communications so received (via e-mail or regular mail), and to exercise her discretion not to forward to the directors correspondence that is not germane to the business affairs of the Company. Correspondence not forwarded will be retained for one year, and any director may request the secretary to forward any and all such communications to the directors.

Communications with Shareholders

During 2022, investor activities began to resume their pre-pandemic pace. More investor conferences moved to in-person meetings, and Scripps met with several dozen investors that way. Non-deal roadshow travel also picked up, although individual Zoom meetings remained the most popular way to connect with shareholders and other investors. The Company is committed to regular and transparent investor communications and makes an effort to meet with all of its top institutional investors. During the year, the economy and the health of the advertising marketplace were on the minds of most investors. We also discuss business growth strategies, the state of the media industry and our corporate governance practices.

Director Attendance at Annual Meeting of Shareholders

All Board members attended the Company’s 2022 Annual Meeting of Shareholders, although the Company does not have a policy that requires attendance.

Director Education

New directors attend an orientation session that introduces them to the Company’s strategic direction, operations and to the members of management. In addition, new committee members receive an orientation specific to the committee on which they will serve. Thereafter, directors are informed on a regular basis of various director educational programs offered by governance and director organizations, as well as industry conferences. The Company pays for the continuing education of its directors. During 2022, Board members attended numerous continuing education programs, including those sponsored by Deloitte, the National Association of Corporate Directors, Corporate Board Member, National Association of Broadcasters and Stanford Directors College. The director orientation policy is reviewed by the nominating & governance committee annually.

Director Independence

The Board has determined that, with the exception of Adam P. Symson, current President and Chief Executive Officer, all of the directors and nominees for director are independent under the standards established by the Nasdaq. All of the members of the nominating & governance committee, audit committee and compensation & talent management committee are independent under such standards.

Director Independence — Audit Committee

The Board has determined that none of the current members of the audit committee has any relationship with the Company that could interfere with his or her exercise of independence from management and the Company. Each of the members satisfies the definitions of independence set forth in the rules promulgated under the Sarbanes-Oxley Act and the listing standards of the Nasdaq. The Board determined that each member of the committee meets the experience and expertise requirements of the Nasdaq and that Ms. Williams is an audit committee financial expert as defined in the Securities and Exchange Commission rules adopted under the Sarbanes-Oxley Act.

Director Independence — Controlled Company Status

The Nasdaq requires listed companies to have a majority of independent directors on their boards and to ensure that their audit committee, compensation & talent management committee and nominating & governance committee are composed entirely of independent directors as well. A company that qualifies as a “controlled company” does not have to comply with these independence rules so long as it discloses to shareholders that the Company qualifies as a “controlled company” and that it is relying on this exemption in not having a majority of independent directors on the board of directors or not having audit, compensation & talent management and nominating & governance committees comprised entirely of independent directors. A “controlled company” is a listed company of which more than 50 percent of the voting power is held by an individual, a group, or another company. The Signatories to the Scripps Family Agreement hold a majority of the Company’s outstanding Common Voting Shares. As such, the Company qualifies as a “controlled company” and may rely on the Nasdaq exemption. The Company is not relying at present on that exemption.

Director Nominations

The nominating & governance committee will consider any candidate recommended by a shareholder of the Company, applying the committee’s criteria for selection of new directors. If a shareholder wishes to recommend a candidate, he or she should send the recommendation, with a description of the candidate’s qualifications, to: Chair, Nominating & Governance Committee, c/o Ms. Julie L. McGehee, The E.W. Scripps Company, 312 Walnut Street, Suite 2800, Cincinnati, Ohio 45202 or at secretary@scripps.com. In the past, the committee has periodically hired an independent consultant to assist with the identification and evaluation of director nominees and may do so in the future.

Director Qualifications and Diversity

When selecting director nominees, the nominating & governance committee considers requirements of applicable law and listing standards, as well as the director qualification standards highlighted in the Company’s corporate governance principles. The committee is responsible for reviewing with the Board the requisite skills and characteristics of Board candidates as well as the diversity and composition of the Board as a whole. A person considered for nomination to the Board must be a person of high integrity. Other factors considered are independence, age, gender, broad discernment, skills, industry knowledge and experience in the context of the needs of the Board. The nominating & governance committee makes recommendations to the Board regarding the selection of director nominees.

For each of the nominees for election as a director at the Annual Meeting of Shareholders, the Board considered each of the factors highlighted in the preceding paragraph, and the nominees’ biographical information and work experience and determined that, if elected, the nominees would enable the Board as a whole to perform its duties in an efficient and effective manner. Among other things, all of the nominees bring integrity and good business judgment to Board discussions. More specifically, Mr. Alexander, Mr. Conlin, Ms. Fine, Mr. Jablin, Ms. Radford, Mr. Symson, and Ms. Williams bring a working knowledge of the industry or have direct television or digital experience; Mr. Hayden is a retired public company chief executive officer; and Mr. Barmonde (Scripps family member), Mr. Granado (Scripps family member) and Ms. Holcomb (Scripps family member) bring to the Board institutional knowledge and a thorough understanding of the Company’s history and vision.

The Company maintains a general retirement age for directors who are not signatories to the Scripps Family Agreement of age 72 as of the nomination date with two optional, one-year extensions, with approval of the full Board.

Board and Committee Self-Assessments

Each year, the Board and the Board’s audit, nominating & governance and compensation & talent management committees conduct self-assessments to evaluate their effectiveness and to identify opportunities for improvement. This self-assessment may be conducted in the form of written or oral questionnaires administered by Board members, management or third parties. Directors respond to questions designed to elicit information to be used in improving Board and committee effectiveness. The self-assessment is designed to gather suggestions to improve Board effectiveness and solicit additional feedback on Board operations, composition, and priority agenda topics. This process also allows the Board to identify opportunities for Board succession and skills.

The Board periodically utilizes a third-party firm to conduct the evaluation process to bring in an outside perspective to the evaluation process. An outside firm was last used in 2019 to conduct the board and committee self-assessments.

Director Service on Other Audit Committees

None of the Company’s directors currently serves on the audit committees of more than three public companies.

Risk Oversight — the Board’s Role

Risk oversight is a key responsibility of the Board, the fulfillment of which is of primary importance to the Company. Through its periodic review of the Company’s business strategies, the Board assesses management’s perception of and tolerance for risk and advises on the appropriate level of risk for the Company. The audit committee of the Board reviews and discusses the Company’s risk assessment and risk management policies with management on a quarterly basis. The Company’s governance, enterprise risk management and compliance (“GRC”) committee reports quarterly to the audit committee, and the committee’s written risk management report is included in the Board’s quarterly meeting materials. The GRC committee is chaired by the Company’s General Counsel (chief compliance officer), who reports directly to the audit committee on compliance matters, and its members are division leaders and heads of key functional areas such as finance, human resources and information technology.

Protecting our systems and data from cyber threats is important for ensuring continuity of operations and maintaining the trust of our customers and stakeholders. Scripps is committed to having a strong cybersecurity program and employs a CISO. The CISO is supported by a team of cybersecurity professionals responsible for protecting the Company from potential threats. The cybersecurity team has implemented a comprehensive cybersecurity program that includes, but is not limited to, the following measures:

The Board monitors cybersecurity and technology risks through the audit committee, which receives quarterly updates from the CISO. Intermittent updates are provided to the full Board for education purposes or when special needs arise.

Audit Committee Matters

Responsibilities

The audit committee is comprised solely of independent directors and, among other things, is responsible for the following reviews, approvals and processes:

In discharging its oversight responsibility as to the audit process, the audit committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2022, with the Company’s management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements. The audit committee also discussed with the Company’s internal auditor, and with Deloitte & Touche LLP, and its subsidiaries and affiliates (“Deloitte”), the Company’s independent registered public accounting firm for the year ended December 31, 2022, the overall scope and plan for their respective audits. The audit committee meets with the internal auditor and Deloitte, with and without management present, to discuss the results of their examination, their evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

Independence of the External Auditors

The audit committee has established a pre-approval policy and procedures for audit, audit-related and tax services that can be performed by the independent auditors without specific authorization from the audit committee subject to certain restrictions. The policy sets out the specific services pre-approved by the audit committee and the applicable limitations, while ensuring the independence of the independent auditors to audit the Company’s financial statements is not impaired.