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): May 13, 2019
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-11588 | 38-3042953 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
| 73 Kercheval Avenue | |
| Grosse Pointe Farms, MI | 48236 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (313) 886-7070
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|
Class A Common Stock, par value $0.01 per share |
SGA | NASDAQ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Saga Communications, Inc. (“Annual Meeting”) was held on May 13, 2019.
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. | 11,554,777 | 2,113,774 | 196,316 | |||||||||
| Edward K. Christian | 12,719,081 | 949,470 | 196,316 | |||||||||
| Timothy J. Clarke | 13,323,699 | 344,852 | 196,316 | |||||||||
| Roy F. Coppedge, III* | 4,094,411 | 344,960 | 196,316 | |||||||||
| Warren Lada | 12,723,901 | 944,650 | 196,316 | |||||||||
| G. Dean Pearce* | 2,150,028 | 2,289,343 | 196,316 | |||||||||
| Gary Stevens | 10,824,374 | 2,844,177 | 196,316 | |||||||||
____________
| * | Elected by the holders of Class A Common Stock. |
(2) The proposal to ratify the appointment by the Board of Directors of UHY LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2019 was approved with 13,853,984 votes cast for, 8,608 votes cast against and 2,275 abstentions.
(3) The proposal to amend the Company’s articles of incorporation and/or bylaws to provide that directors shall be elected by the affirmative vote of the majority votes cast at an annual meeting of shareowners in uncontested elections was not approved with 3,062,472 votes cast for, 10,600,026 votes cast against, 196,316 broker non-votes and 6,053 abstentions.
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. | ||
| Dated: May 14, 2019 | By: | /s/ Samuel D. Bush |
| Samuel D. Bush | ||
| Senior Vice President and | ||
| Chief Financial Officer | ||