Salem Communications Corporation Form 8-K


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 18, 2016


SALEM MEDIA GROUP, INC.

 (Exact Name of Registrant as Specified in its Charter)



[f8kstockholdermeeting2016001.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 2016 Annual Meeting of Stockholders on May 18, 2016.  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 Company’s 2017 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

15,134,546

55,536,960

70,671,506

686,162

32,069

0

Mr. Edward G. Atsinger III

15,128,149

55,536,960

70,665,109

692,456

32,172

0

Mr. Roland S.

Hinz

14,026,524

N/A

14,026,524

1,795,600

30,653

0

Mr. Richard A. Riddle

15,459,586

N/A

15,459,586

361,433

31,758

0

Mr. Jonathan Venverloh

15,466,024

55,536,960

71,002,984

352,540

34,213

0

Mr. James Keet Lewis

15,462,165

55,536,960

70,999,125

356,360

34,252

0

Mr. Eric H. Halvorson

14,023,618

55,536,960

69,560,578

1,798,560

30,599

0

Mr. Edward C. Atsinger

15,137,096

55,536,960

70,674,056

685,751

29,930

0

Mr. Stuart W. Epperson Jr.

15,142,986

55,536,960

70,679,946

680,668

29,123

0


*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 seven (7) 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 – Advisory  (Non-Binding) Vote to Approve Executive Compensation As Disclosed Pursuant to Item 402 of Regulation S-K


The advisory vote to approve the Company’s executive compensation was approved.


For:

68,697,067*

Against:

2,606,609

Abstain:

86,061

Broker Non-Votes:

0


*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.


No other matters were submitted for stockholder action at the 2016 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 19, 2016

By:/s/CHRISTOPHER J. HENDERSON

 

Christopher J. Henderson

 

Senior Vice President, General Counsel and Secretary