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): September 6, 2006


SALEM COMMUNICATIONS CORPORATION

 (Exact Name of Registrant as Specified in its Charter)


[form8kredirectorcompensat001.jpg]

Delaware

 

000-26497

 

77-0121400

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

4880 Santa Rosa Road, Camarillo, California

 

93012

(Address of Principal Executive Offices)

 

(Zip Code)



Registrant’s telephone number, including area code: (805) 987-0400


Not Applicable

 (Former Name or Former Address, if Changed Since Last Report)


  


      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))



TABLE OF CONTENTS



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 SIGNATURE






ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT


Director Compensation


On September 6, 2006, the Board of Directors (the “Board”) of Salem Communications Corporation (the “Company”) authorized an annual retainer and fees payable to the following designated members of the Board:  David Davenport, Eric H. Halvorson, Roland S. Hinz, Paul Pressler, Richard A. Riddle and Dennis M. Weinberg (“Designated Directors”).  The Compensation Committee of the Board recommended this compensation to the Board after a review of director compensation at comparable corporations made by the Company’s management.  


The cash compensation payable to the Designated Directors shall be effective as of the quarter beginning on October 1, 2006 as follows:


COMPENSATION

AMOUNT

PAYABLE TO

PAYABLE

Annual Retainer

$25,000

Designated Directors

Quarterly

Attendance Fee

(Full Company Board)

$2,500

Designated Directors

Per Regularly Scheduled

Company Board Meeting

Attendance Fee

(Board Committee)

$1,000

Designated Director

Committee Members

Per Regularly Scheduled

Committee Meeting

Chairperson Fee (Audit and Compensation Committees)

$1,500

Chairperson of Audit and Compensation Committees

Per Regularly Scheduled

Committee Meeting

Chairperson Fee (Nominating and Corporate Governance Committee)

$1,000

Chairperson of Nominating and Corporate Governance Committee

Per Regularly Scheduled

Committee Meeting

    

Designated Directors who are also chairmen of the Company’s Board committees shall receive the applicable chairperson fee in addition to a committee attendance fee for each regularly scheduled Board committee meeting.  Designated Directors shall also receive reimbursement for all reasonable out-of-pocket expenses in connection with travel to and attendance at regularly scheduled Board and Board committee meetings.  





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 COMMUNICATIONS CORPORATION

 




 

 Date: September 12, 2006

By: /s/ EVAN D. MASYR

 

Evan D. Masyr

 

Vice President - Accounting and Finance