Item 5.07. Submission of Matters to a Vote of Security Holders.
Saga Communications, Inc. (the “Company”, “we”, or “our”) held its annual shareholders meeting on May 8, 2023 (the “Annual Meeting”).
At the Annual Meeting, the shareholders voted on the following matters:
(1) The eight nominees for election as directors for the ensuing year, and until their successors are elected and qualified, were elected and received the following votes:
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Name | For | Withheld | Broker Non-Votes |
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Clarke R. Brown, Jr. | 2,988,989 | 2,434,877 | 217,384 |
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Timothy J. Clarke | 3,932,636 | 1,491,230 | 217,384 |
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Roy F. Coppedge, III | 3,146,825 | 2,277,041 | 217,384 |
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Christopher S. Forgy | 5,413,987 | 9,879 | 217,384 |
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Warren S. Lada | 4,316,102 | 1,107,764 | 217,384 |
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Marcia K. Lobaito | 3,715,062 | 1,708,804 | 217,384 |
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Michael W. Schechter | 5,416,860 | 7,006 | 217,384 |
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Gary G. Stevens | 2,249,479 | 3,174,387 | 217,384 |
(2) The proposal to approve the Saga Communication, Inc. 2023 Incentive Compensation Plan was approved 5,145,459 votes cast for, 226,776 votes cast against, 217,384 broker non-votes and 51,631 abstentions.
(3) The proposal to ratify the appointment by the Board of Directors of UHY LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2023 was approved with 5,577,563 votes cast for, 3,729 votes cast against and 59,958 abstentions.
(4) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers was approved with 3,449,315 votes cast for, 1,973,794 votes cast against, 217,384 broker non-votes and 757 abstentions.
(5) The proposal to recommend, by 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 was approved for every year with 5,087,245 votes cast for, 6,324 votes cast for every other year, 327,280 votes cast for every three years, 217,384 broker non-votes and 3,017 abstentions. In light of such approval, we intend to hold an advisory vote on the compensation of the our named executive officers on an annual basis until the next required vote on the frequency of holding an advisory vote to approve named executive officer compensation, which will occur no later than the Company’s 2029 annual meeting of shareholders.