Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

Gray Television, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:






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¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 30, 2012.







Meeting Information

Meeting Type:             Annual Meeting


For holders as of:        March 22, 2012


Date:     May 30, 2012       Time:     9:30 AM EDT





The Peachtree Insurance Center

    The Executive Board Room, 5th Floor
    4370 Peachtree Road, N.E.
    Atlanta, Georgia 30319





For directions to the meeting,

    please call (404) 266-8333

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.


See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials



Proxy Materials Available to VIEW or RECEIVE:


1. Notice and Proxy Statement         2. Form 10-K

How to View Online:
Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. You may also request to receive paper or e-mail copies of materials for all future meetings. Please choose one of the following methods to make your current or future delivery request:


2) BY TELEPHONE:     1-800-579-1639

3) BY E-MAIL*:   


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 16, 2012 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods



Vote In Person: At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


Voting Items   


The Board of Directors recommends you vote

FOR the following:






Election of Directors









Richard L. Boger






William E. Mayher, III

     02)      Ray M. Deaver    07)      Howell W. Newton   
     03)      T. L. Elder    08)      Hugh E. Norton   
     04)      Hilton H. Howell, Jr.    09)      Robert S. Prather, Jr.   
     05)      Robin R. Howell    10)      Harriett J. Robinson   
The Board of Directors recommends you vote FOR proposals 2 and 3:
2.      To approve amendments to the Gray Television, Inc. 2007 Long Term Incentive Plan.   
3.      To ratify the appointment of McGladrey & Pullen, LLP as independent registered public accounting firm for 2012.   
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.