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 19, 2015


SALEM MEDIA GROUP, INC.

 (Exact Name of Registrant as Specified in its Charter)



[f8kstockholdermeeting2015001.jpg]

 

Delaware

 

000-26497

 

77-0121400

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

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))




TABLE OF CONTENTS


ITEM 5.07  SUMISSION 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 2015 Annual Meeting of Stockholders on May 19, 2015.  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 seven (7) nominees for directors were elected to serve a one (1) year term expiring at the Company’s 2016 Annual Meeting of Stockholders or until his 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

15,902,795

55,536,960

71,439,755

543,095

15,440

2,529,258

Mr. Edward G. Atsinger III

16,014,552

55,536,960

71,551,512

437,338

9,440

2,529,258

Mr. Roland S. Hinz

13,911,433

N/A

13,911,433

2,541,363

8,534

2,529,258

Mr. Richard A. Riddle

15,990,975

N/A

15,990,975

461,821

8,534

2,529,258

Mr. Jonathan Venverloh

15,975,743

55,536,960

71,512,703

476,053

9,534

2,529,258

Mr. James Keet Lewis

15,975,148

55,536,960

71,512,108

476,447

9,735

2,529,258

Mr. Eric H. Halvorson

16,019,392

55,536,960

71,556,352

427,394

14,544

2,529,258


*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. Roland S. Hinz 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 five (5) nominees are to be 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 – Ratification of Appointment of SingerLewak LLP as the Corporation’s Independent Registered Public Accounting Firm:


FOR:

74,468,058


AGAINST:

26,342          


ABSTAIN:

33,148          


BROKER NO VOTE:

0                            




No other matters were submitted for stockholder action at the 2015 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 21, 2015

By:/s/CHRISTOPHER J. HENDERSON

 

Christopher J. Henderson

 

Senior Vice President, General Counsel and Secretary