UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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:
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).
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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. ☐
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Saga Communications, Inc. was held on May 2, 2025.
At the Annual Meeting, the stockholders voted on the following matters:
(1) The seven nominees for election as directors for the ensuing year, and until their successors are elected and qualified, were elected and received the following votes:
Name | For | Withheld | Broker Non-Votes |
Clarke R. Brown, Jr. | 3,351,420 | 1,939,284 | 568,381 |
Timothy J. Clarke | 3,999,771 | 1,290,933 | 568,381 |
Roy F. Coppedge, III | 3,394,037 | 1,896,667 | 568,381 |
Christopher S. Forgy | 4,005,588 | 1,285,116 | 568,381 |
Warren S. Lada | 3,619,080 | 1,671,624 | 568,381 |
Michael Scafidi | 4,011,554 | 1,279,150 | 568,381 |
Michael W. Schechter | 3,765,183 | 1,525,521 | 568,381 |
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(2) The proposal to ratify the appointment by the Board of Directors of Crowe LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2024 was approved with 4,894,136 votes cast for, 953,910 votes cast against and 11,039 abstentions.
(3) The proposal to re-approve the material terms of the Company’s Chief Executive Officer Annual Incentive Plan was approved with 4,129,170 votes cast for, 1,140,880 votes cast against, 568,381 broker non-votes and 20,654 abstentions.
(4) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers was approved with 3,204,172 votes cast for, 2,029,035 votes cast against, 568,381 broker non-votes and 57,497 abstentions.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
INDEX OF EXHIBITS
Exhibit No. | Description |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
| SAGA COMMUNICATIONS, INC. |
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Dated: May 6, 2025 | By: | /s/ Samuel D. Bush |
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| Samuel D. Bush |
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| Executive Vice President and Chief |
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| Financial Officer |
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