UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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☐   Preliminary Proxy Statement
☐   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐   Definitive Proxy Statement
☒   Definitive Additional Materials
☐   Soliciting Material Pursuant to Rule §240.14a-12

SALEM MEDIA GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SEC 1913 (04-05)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 8, 2019.

 

             

 

Meeting Information

    
     

SALEM MEDIA GROUP, INC.

      

 

Meeting Type:         Annual Meeting

    
         

 

For holders as of:    March 13, 2019

    
         

 

Date: May 8, 2019        Time: 9:30 a.m. PDT

    
             

 

Location:

  

 

Salem Media Group, Inc.

    
       

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SALEM MEDIA GROUP, INC.

ATTN: KYRON JOHNSON

4880 SANTA ROSA ROAD

CAMARILLO, CA 93012

          

4880 Santa Rosa Road

Camarillo, CA 93012

 

    
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You are receiving this communication because you hold shares in the company named above.

     

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

     

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

         

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

         

     

— Before You Vote —

How to Access the Proxy Materials

 

   
     

 

Proxy Materials Available to VIEW or RECEIVE:

     
     

NOTICE AND PROXY STATEMENT            FORM 10-K

 

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— How To Vote —

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Voting Items                                                   

The BOARD OF DIRECTORS recommends a vote “FOR” Proposal 1.

 

1.

The election of the nine (9) nominees named in the accompanying Proxy Statement to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

 

Nominees:

 

  1a.

Stuart W. Epperson

 

 

  1b.

Edward G. Atsinger III

 

 

  1c.

Richard A. Riddlet

 

 

  1d.

Jonathan Venverloh

 

 

  1e.

J. Keet Lewis

 

 

  1f.

Eric H. Halvorsont

 

 

  1g.

Edward C. Atsinger

 

 

  1h.

Stuart W. Epperson Jr.

 

 

  1i.

Heather W. Grizzle

 

The BOARD OF DIRECTORS recommends a vote “FOR” Proposals 2, 3 and 4.

 

2.

Proposal to amend and restate the Company's 1999 Stock Incentive Plan.

 

 

3.

Proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm.

 

 

4.

An advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item 402 of Regulation S-K.

 

NOTE: At their discretion, the proxies are authorized to consider and vote upon such other business as may properly come before the meeting or any adjournment thereof.

 

t

The holders of Salem's Class A common stock are entitled to vote on the election of the two additional nominees as independent directors, Messrs. Riddle and Halvorson.

 
 

 

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Voting Items                                                   

The BOARD OF DIRECTORS recommends a vote “FOR” Proposal 1.

 

1.

The election of the seven (7) nominees named in the accompanying Proxy Statement to the Board of Directors to serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.

 

Nominees:

 

  1a.

Stuart W. Epperson

 

 

  1b.

Edward G. Atsinger III

 

 

  1c.

Jonathan Venverloh

 

 

  1d.

J. Keet Lewis

 

 

  1e.

Edward C. Atsinger

 

 

  1f.

Stuart W. Epperson Jr.

 

 

  1g.

Heather W. Grizzle

 

The BOARD OF DIRECTORS recommends a vote “FOR” Proposals 2, 3 and 4.

 

2.

Proposal to amend and restate the Company's 1999 Stock Incentive Plan.

 

 

3.

Proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm.

 

 

4.

An advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item 402 of Regulation S-K.

 

NOTE: At their discretion, the proxies are authorized to consider and vote upon such other business as may properly come before the meeting or any adjournment thereof.

 

 

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