UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2011
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or other jurisdiction of incorporation) |
1-11588 (Commission File Number) |
38-3042953 (IRS Employer Identification No.) |
| 73 Kercheval Avenue Grosse Pointe Farms, MI (Address of Principal Executive Offices) |
48236 (Zip Code) |
Registrant’s telephone number, including area code: (313) 886-7070
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Stockholders of Saga Communications, Inc. (“Annual Meeting”) was held on
May 9, 2011.
At the Annual Meeting, the stockholders voted on the following matters:
(1) The five nominees for election as directors for the ensuing year, and until their
successors are elected and qualified, received the following votes:
| Name | For | Withheld | ||||||
Clarke R. Brown* |
3,219,130 | 60,219 | ||||||
Gary Stevens* |
3,216,742 | 62,607 | ||||||
Edward K. Christian |
8,548,652 | 702,877 | ||||||
David B. Stephens |
9,190,735 | 60,794 | ||||||
W. Russell Withers, Jr. |
9,191,326 | 60,203 | ||||||
| * | Elected by the holders of Class A Common Stock. |
(2) The proposal to ratify the appointment by the Board of Directors of Ernst & Young LLP
to serve as the independent registered public accounting firm for the fiscal year ending
December 31, 2011 was approved with 9,457,127 votes cast for, 14,683 votes cast against and 0
abstentions.
(3) The proposal to adopt, in a non-binding advisory vote, a resolution approving the
compensation of our named executive officers as described in the proxy statement was approved with 9,188,009 votes cast for, 62,331
votes cast against, 1,189 abstentions and 375,139 broker non-votes.
(4) The proposal to recommend, in a non-binding
advisory vote, whether the non-binding advisory vote to approve the compensation of our named executive officers should occur every year, every other
year, or every three years received the following votes:
| 1 year — 2 years — 3 years — Abstentions — Broker non-votes — |
2,243,860 shares in favor 5,908 shares in favor 7,000,782 shares in favor 979 shares 375,139 shares |
SIGNATURES
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 hereunto duly authorized.
| SAGA COMMUNICATIONS, INC. |
||||
| Dated: May 13, 2011 | By: | /s/ Samuel D. Bush | ||
| Samuel D. Bush | ||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||