UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2021, Saga Communications, Inc. (the “Company”) appointed Marcia K. Lobaito to its Board of Directors, effective immediately. As was previously announced, Ms. Lobaito retired from her position as Senior Vice President and Director of Business Affairs, effective March 13, 2020. At the request of the Company, Ms. Lobaito continued to and will continue to serve as Corporate Secretary.
Ms. Lobaito will serve until the Company’s 2022 Annual Meeting of Shareholders, when she is expected to stand for re-election to the Board by a vote of the Company’s shareholders. At this time it is not expected that Ms. Lobaito will be a member of the Company’s compensation or audit committees.
Ms. Lobaito will be compensated under the Company’s standard compensatory arrangement for non-employee directors, as described in the Company’s most recent proxy statement. In addition, Ms. Lobaito, as a non-employee director, is eligible, as a participant in the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, as amended (the “Plan”), to receive grants of awards, as determined in the discretion of the Company’s Compensation Committee, pursuant to the terms of the Plan. In addition to her director fees, she will also continue to be compensated for her duties as Corporate Secretary.
There are no arrangements or understandings between Ms. Lobaito and any other persons pursuant to which Ms. Lobaito was appointed to the Company’s Board, and Ms. Lobaito does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01.Other Events.
On September 28, 2021, Saga Communications, Inc. announced that its Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock to be paid on October 22, 2021 to shareholders of record on October 8, 2021, as set forth in the press release included as Exhibit 99.1 hereto.
Item 9.01.Financial Statements and Exhibits.
(d) | Exhibits. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
INDEX OF EXHIBITS
Exhibit No. | Description |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Dated: September 28, 2021 | By: | /s/ Samuel D. Bush |
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| Samuel D. Bush |
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| Senior Vice President and Chief |
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| Financial Officer |
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Exhibit 99.1
Saga Communications, Inc.
Declares a Quarterly Cash Dividend of $0.16 per Share
Contact:
Samuel D. Bush
313/886-7070
Grosse Pointe Farms, MI – September 28, 2021 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company”, “Saga” or “our”) today announced that its Board of Directors declared a quarterly cash dividend of $0.16 per share. The dividend will be paid on October 22, 2021, to shareholders of record on October 8, 2021. The aggregate amount of the payment to be made in connection with the quarterly dividend will be approximately $960 thousand. The quarterly cash dividend will be funded by cash on the Company’s balance sheet. Including this dividend, the Company will have paid over $73 million in dividends to shareholders since the first special dividend was paid in 2012.
The Company currently intends to pay regular quarterly cash dividends in the future as declared by the Board of Directors. Consistent with returning value to our shareholders, the Board of Directors may also consider declaring special cash dividends, stock dividends, and stock buybacks in the future.
Saga is a broadcasting company whose business is devoted to acquiring, developing, and operating broadcast properties. Saga owns or operates broadcast properties in 27 markets, including 79 FM, 35 AM radio stations and 79 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes, changes in the radio broadcast industry in general, and the effects of the ongoing COVID-19 pandemic, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.