UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Salem Media Group, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on May 17, 2023. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal # 1 – Election of Directors:
Each of the nominees for directors were elected to serve a one (1) year term expiring at the Company’s 2024 Annual Meeting of Stockholders or until his or her successor is elected and qualified.
| Name |
Class A Votes For |
Class B Votes For* |
Total Votes For |
Votes Against |
Withheld | Broker Non-Votes |
||||||||||||||||||
| Edward G. Atsinger III |
12,066,599 | 27,768,480 | 39,835,079 | 0 | 521,863 | 5,705,006 | ||||||||||||||||||
| Mr. Richard A. Riddle |
10,955,057 | N/A | 10,955,057 | 0 | 1,633,405 | 5,705,006 | ||||||||||||||||||
| Mr. Eric H. Halvorson |
11,220,217 | N/A | 11,220,217 | 0 | 1,368,245 | 5,705,006 | ||||||||||||||||||
| Ms. Heather W. Grizzle |
11,199,818 | 27,768,480 | 38,968,298 | 0 | 1,388,644 | 5,705,006 | ||||||||||||||||||
| Mr. Stuart W. Epperson, Jr. |
12,053,368 | 27,768,480 | 39,821,848 | 0 | 535,094 | 5,705,006 | ||||||||||||||||||
| Mr. Edward C. Atsinger |
12,065,270 | 27,768,480 | 39,833,750 | 0 | 523,192 | 5,705,006 | ||||||||||||||||||
| Ms. Jacki L. Pick |
11,208,574 | 27,768,480 | 38,977,054 | 0 | 1,379,888 | 5,705,006 | ||||||||||||||||||
| * | Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). |
Mr. Richard A. Riddle and Mr. Eric H. Halvorson were nominated by the Board of Directors as ‘independent directors’ for whom the holders of Class A common stock are entitled to vote as a class, exclusive of the holders of Class B common stock.
Each of the other nominees were elected by the holders of Class A and Class B common stock voting as a single class, with each share of Class A common stock entitled to one (1) vote per share and each share of Class B common stock entitled to ten (10) votes per share.
Proposal # 2 – Proposal to ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm:
The proposal to ratify the appointment of Moss Adams LLP as the Company’s independent registered public account firm was approved.
| For: |
45,971,061 | * | ||
| Against: |
54,556 | |||
| Abstain: |
36,331 | |||
| Broker Non-Votes: |
0 |
| * | Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “For” column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote. |
Proposal # 3 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.
The proposal to amend the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation was approved.
| For: |
39,132,997 | * | ||
| Against: |
1,199,216 | |||
| Abstain: |
24,729 | |||
| Broker Non-Votes: |
5,705,006 |
| * | Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “For” column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote. |
SIGNATURE
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 thereunto duly authorized.
| SALEM MEDIA GROUP, INC. | ||||||
| Date: May 19, 2023 | By: | /s/ Evan D. Masyr | ||||
| Evan D. Masyr | ||||||
| Executive Vice President & Chief Financial Officer | ||||||