SAGA COMMUNICATIONS INC

Current report (Form 8-K) · Jun 2, 2026 · Item 5.07 · Financial statements

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Item 5.07

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Jun 2, 2026

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sga-20260601x8k.htm

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8-K · sga-20260601x8k.htm iXBRL 0000886136 2026-06-01 2026-06-01 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): June 1, 2026 SAGA COMMUNICATIONS, INC . (Exact Name of Registrant as Specified in its Charter) Florida 1-11588 38-3042953 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 73 Kercheval Avenue Grosse Pointe Farms , MI 48236 (Address of Principal Executive Offices) (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 ( see General Instructions A.2. below): ☐ 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)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.01 per share SGA NASDAQ Global Market Item 5.07. Submission of Matters to a Vote of Security Holders. The Annual Meeting of Shareholders of Saga Communications, Inc. was held on June 1, 2026. At the Annual Meeting, the shareholders voted on the following matters: (1) The seven nominees for election as directors for the ensuing year, and until their successors are elected and qualified, were elected and received the following votes: Name For Withheld Broker Non-Votes Clarke R. Brown, Jr. 2,871,665 1,921,811 863,982 Roy F. Coppedge, III 2,966,463 1,827,013 863,982 Christopher S. Forgy 3,696,203 1,097,273 863,982 Warren S. Lada 3,119,780 1,673,696 863,982 Michael Scafidi 3,595,528 1,197,948 863,982 Michael W. Schechter 3,639,091 1,154,385 863,982 Gregory Sutherland 3,655,221 1,138,255 863,982 (2) The proposal to ratify the appointment by the Board of Directors of Crowe LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2026 was approved with 5,571,362 votes cast for, 24,494 votes cast against and 61,602 abstentions. (3) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers was approved with 3,020,736 votes cast for, 1,760,704 votes cast against, 863,982 broker non-votes and 12,036 abstentions. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) INDEX OF EXHIBITS Exhibit No. Description 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) 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. ugust SAGA COMMUNICATIONS, INC. Dated: June 2, 2026 By: /s/ Samuel D. Bush Samuel D. Bush Executive Vice President and Chief Financial Officer

Document text

8-K · sga-20260601x8k.htm iXBRL

0000886136 2026-06-01 2026-06-01

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): June 1, 2026
SAGA COMMUNICATIONS, INC .
(Exact Name of Registrant as Specified in its Charter)

Florida
1-11588
38-3042953

(State or other jurisdiction
(Commission File Number)
(IRS Employer

of incorporation)
Identification No.)

73 Kercheval Avenue

Grosse Pointe Farms , MI
48236

(Address of Principal Executive Offices)
(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 ( see General Instructions A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share
SGA
NASDAQ Global Market

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Saga Communications, Inc. was held on June 1, 2026.

At the Annual Meeting, the shareholders voted on the following matters:

(1) The seven nominees for election as directors for the ensuing year, and until their successors are elected and qualified, were elected and received the following votes:

Name

For

Withheld
Broker
Non-Votes

Clarke R. Brown, Jr.
2,871,665
1,921,811
863,982

Roy F. Coppedge, III
2,966,463
1,827,013
863,982

Christopher S. Forgy
3,696,203
1,097,273
863,982

Warren S. Lada
3,119,780
1,673,696
863,982

Michael Scafidi
3,595,528
1,197,948
863,982

Michael W. Schechter
3,639,091
1,154,385
863,982

Gregory Sutherland
3,655,221
1,138,255
863,982

(2) The proposal to ratify the appointment by the Board of Directors of Crowe LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2026 was approved with 5,571,362 votes cast for, 24,494 votes cast against and 61,602 abstentions.

(3) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers was approved with 3,020,736 votes cast for, 1,760,704 votes cast against, 863,982 broker non-votes and 12,036 abstentions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

INDEX OF EXHIBITS

Exhibit No.
Description

104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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.
ugust

SAGA COMMUNICATIONS, INC.

Dated: June 2, 2026
By:
/s/ Samuel D. Bush

Samuel D. Bush

Executive Vice President and Chief

Financial Officer

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