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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 8, 2017



(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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-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. ¨





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 8, 2017.


At the Annual Meeting, the stockholders voted on the following matters:


(1) The six nominees for election as directors for the ensuing year, and until their successors are elected and qualified, received the following votes:










Clarke R. Brown, Jr.   12,085,022    1,446,862    158,764 
Edward K. Christian   12,689,089    842,795    158,764 
Timothy J. Clarke*   4,012,855    734,279    158,764 
Roy F. Coppedge III*   4,012,916    734,218    158,764 
G. Dean Pearce   12,797,657    734,227    158,764 
Gary Stevens   12,145,028    1,386,856    158,764 



* 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, 2017 was approved with 13,677,008 votes cast for, 12,879 votes cast against and 761 abstentions.


(3) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers as described in the proxy statement was approved with 12,278,291 votes cast for, 1,250,156 votes cast against, 3,437 abstentions and 158,764 broker non-votes.


(4) The proposal to recommend, by a non-binding advisory vote, whether the non-binding advisory vote to approve the compensation of our named executive officers should occur every year, every other year or every three years was approved for every three years with 10,931,675 votes cast for, 2,591,099 votes cast for every year, 1,072 votes cast for every other year, 6,112 abstentions, and 158,764 broker non-votes.







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 8, 2017 By:   /s/ Samuel D. Bush
    Samuel D. Bush
    Senior Vice President and
    Chief Financial Officer



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