Current Report Filing (8-k)
May 14 2019 - 11:32AM
Edgar (US Regulatory)
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)
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Delaware
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000-26497
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77-0121400
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4880 Santa Rosa Road, Camarillo, California
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93012
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock,
$0.01 par value per share
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SALM
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The NASDAQ Global Market
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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
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 Companys 2020 Annual Meeting of
Stockholders or until his or her successor is elected and qualified.
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Name
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Class A
Votes For
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Class B
Votes For*
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Total Votes
For
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Votes
Against
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Abstain
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Broker
Non-Votes
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Mr. Stuart W. Epperson
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14,032,285
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55,536,960
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69,569,245
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792,120
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49,961
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4,352,284
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Mr. Edward G. Atsinger III
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14,048,593
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55,536,960
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69,585,553
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765,910
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59,863
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4,352,284
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Mr. Richard A. Riddle
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14,017,680
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N/A
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14,017,680
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783,489
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73,197
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4,352,284
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Mr. Jonathan Venverloh
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13,973,740
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55,536,960
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69,510,700
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828,249
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72,377
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4,352,284
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Mr. James Keet Lewis
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14,082,408
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55,536,960
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69,619,368
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719,245
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72,713
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4,352,284
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Mr. Eric H. Halvorson
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14,161,101
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N/A
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14,161,101
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656,572
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56,693
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4,352,284
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Mr. Edward C. Atsinger
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14,033,140
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55,536,960
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69,570,100
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774,808
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66,418
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4,352,284
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Mr. Stuart W. Epperson Jr.
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14,023,799
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55,536,960
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69,560,759
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792,151
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58,416
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4,352,284
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Ms. Heather W. Grizzle
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14,431,587
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55,536,960
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69,968,547
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364,568
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78,211
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4,352,284
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*
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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).
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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 Companys 1999 Stock Incentive Plan:
The proposal to amend and restate the Companys 1999 Stock Incentive Plan was approved.
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For:
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67,631,846
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*
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Against:
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2,708,354
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Abstain:
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71,126
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Broker
Non-Votes:
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4,352,284
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*
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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.
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Proposal # 3 Proposal to ratify the appointment of Crowe LLP as the Companys independent registered public accounting
firm:
The proposal to ratify the appointment of Crowe LLP as the Companys independent registered public account firm was approved.
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For:
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74,234,472
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*
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Against:
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300,786
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Abstain:
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228,352
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Broker
Non-Votes:
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0
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*
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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.
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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.
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For:
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68,688,296
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*
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Against:
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1,639,878
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Abstain:
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83,152
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Broker
Non-Votes:
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4,352,284
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*
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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.
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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.
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1 Year:
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2,714,626
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*
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2 Years:
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97,698
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*
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3 Years:
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67,521,592
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*
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Abstain:
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77,410
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*
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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.
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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.
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SALEM MEDIA GROUP, INC.
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Date: May 14, 2019
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By:
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/s/ Evan D. Masyr
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Evan D. Masyr
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Executive Vice President & Chief Financial Officer
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