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Section 1: 8-K (FORM 8-K)



Washington, D.C. 20549





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



(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







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: 









   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.







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.


Dated: May 14, 2019 By: /s/ Samuel D. Bush
    Samuel D. Bush
    Senior Vice President and
    Chief Financial Officer



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