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 8, 2019

 

 

SALEM MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

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))

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, $0.01 par value per share		SALM		The NASDAQ Global Market

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.  ☐

 

 

 

TABLE OF CONTENTS

 

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

SIGNATURE

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Salem Media Group, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders on May 8, 2019. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal # 1 – Election of Directors:

Each of the nine (9) nominees for directors was elected to serve a one (1) year term expiring at the Company’s 2020 Annual Meeting of Stockholders or until his or her successor is elected and qualified.

 

Name		Class A Votes For				Class B Votes For*				Total Votes For				Votes Against				Abstain				Broker Non-Votes
Mr. Stuart W. Epperson			14,032,285				55,536,960				69,569,245				792,120				49,961				4,352,284
Mr. Edward G. Atsinger III			14,048,593				55,536,960				69,585,553				765,910				59,863				4,352,284
Mr. Richard A. Riddle			14,017,680				N/A				14,017,680				783,489				73,197				4,352,284
Mr. Jonathan Venverloh			13,973,740				55,536,960				69,510,700				828,249				72,377				4,352,284
Mr. James Keet Lewis			14,082,408				55,536,960				69,619,368				719,245				72,713				4,352,284
Mr. Eric H. Halvorson			14,161,101				N/A				14,161,101				656,572				56,693				4,352,284
Mr. Edward C. Atsinger			14,033,140				55,536,960				69,570,100				774,808				66,418				4,352,284
Mr. Stuart W. Epperson Jr.			14,023,799				55,536,960				69,560,759				792,151				58,416				4,352,284
Ms. Heather W. Grizzle			14,431,587				55,536,960				69,968,547				364,568				78,211				4,352,284

 

*	Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes).

Mr. Richard A. Riddle and Mr. Eric H. Halvorson were nominated by the Board of Directors as ‘independent directors’ for whom the holders of Class A common stock are entitled to vote as a class, exclusive of the holders of Class B common stock.

Each of the other seven (7) nominees were elected by the holders of Class A and Class B common stock voting as a single class, with each share of Class A common stock entitled to one (1) vote per share and each share of Class B common stock entitled to ten (10) votes per share.

Proposal # 2 – Proposal to amend and restate the Company’s 1999 Stock Incentive Plan:

The proposal to amend and restate the Company’s 1999 Stock Incentive Plan was approved.

 

For:			67,631,846	*
Against:			2,708,354
Abstain:			71,126
Broker Non-Votes:			4,352,284

 

*

Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “For” column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote.

Proposal # 3 – Proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm:

The proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public account firm was approved.

 

For:			74,234,472	*
Against:			300,786
Abstain:			228,352
Broker Non-Votes:			0

 

*

Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “For” column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote.

Proposal # 4 – Proposal of an advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item 402 of Regulation S-K:

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

 

For:			68,688,296	*
Against:			1,639,878
Abstain:			83,152
Broker Non-Votes:			4,352,284

 

*

Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “For” column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote.

Proposal # 5 – Proposal of an advisory (non-binding) vote determining the frequency of future stockholders votes on executive compensation:

The proposal of an advisory (non-binding) vote determining the frequency of future stockholders votes on executive compensation was approved to take place every three (3) years.

1 Year:			2,714,626	*
2 Years:			97,698	*
3 Years:			67,521,592	*
Abstain:			77,410

 

*

Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the “1 Year” “2 Years” and “3 Years” columns of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares abstained from the vote.

No other matters were submitted for stockholder action at the 2019 Annual Meeting of Stockholders.

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 MEDIA GROUP, INC.
Date: May 14, 2019				By:		/s/ Evan D. Masyr
						Evan D. Masyr
						Executive Vice President & Chief Financial Officer