8-K

SALEM MEDIA GROUP, INC.

Date: May 12, 2020

/s/ Evan D. Masyr

Evan D. Masyr

Executive Vice President and Chief Financial Officer

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 11, 2020

SALEM MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

LOGO

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. ☐

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Salem Media Group, Inc. (“Salem”), met to review the annual base salaries of our named executive officers, Edward G. Atsinger III, David P. Santrella, and David A. R. Evans. In light of the economic and financial challenges caused by the COVID-19 pandemic, the Committee approved a temporary salary reduction of 10% for all executive officers, including the named executive officers. These salary reductions are effective as of May 11, 2020.

Mr. Atsinger’s employment agreement, dated as of July 1, 2019, will be amended to provide for a reduction in base annual salary from $1,000,000 to $900,000. A copy of the amendment to Mr. Atsigner’s employment agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Mr. Santrella’s base annual salary will be reduced from $530,600 to $477,540 and Mr. Evans’ base annual salary will be reduced from $550,000 to $495,000, both in accordance with Section 3 of their respective employment agreements, which allows Salem to make unilateral compensation adjustments.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Exhibit No.		Description

10.1		Amendment to Employment Agreement

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.