Saga Communications (SGA) 2026 annual meeting backs directors, auditors and say-on-pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Saga Communications, Inc. reported the results of its Annual Meeting of Shareholders held on June 1, 2026. Shareholders elected seven directors for one-year terms, with individual nominees receiving between 2,871,665 and 3,696,203 votes for and between 1,097,273 and 1,921,811 votes withheld, plus 863,982 broker non-votes for each.

Shareholders also ratified the appointment of Crowe LLP as independent auditors for the fiscal year ending December 31, 2026, with 5,571,362 votes for, 24,494 against and 61,602 abstentions. In a non-binding advisory vote, shareholders approved the compensation of named executive officers, with 3,020,736 votes for, 1,760,704 against, 12,036 abstentions and 863,982 broker non-votes.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Director votes for (range): 2,871,665–3,696,203 votes Director votes withheld (range): 1,097,273–1,921,811 votes Broker non-votes (directors): 863,982 votes +5 more

8 metrics

Director votes for (range) 2,871,665–3,696,203 votes Votes for seven director nominees at June 1, 2026 annual meeting

Director votes withheld (range) 1,097,273–1,921,811 votes Votes withheld on director nominees at annual meeting

Broker non-votes (directors) 863,982 votes Broker non-votes reported for each director nominee

Auditor ratification for 5,571,362 votes Votes for ratifying Crowe LLP as 2026 independent auditors

Auditor ratification against 24,494 votes Votes against ratifying Crowe LLP

Auditor abstentions 61,602 votes Abstentions on auditor ratification proposal

Say-on-pay for 3,020,736 votes Votes for non-binding advisory approval of executive compensation

Say-on-pay against 1,760,704 votes Votes against non-binding advisory executive compensation resolution

Key Terms

broker non-votes, independent auditors, non-binding advisory vote, named executive officers, +1 more

5 terms

broker non-votes financial

"were elected and received the following votes ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors financial

"ratify the appointment by the Board of Directors of Crowe LLP as independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

non-binding advisory vote financial

"The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

named executive officers financial

"approving the compensation of our named executive officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders of Saga Communications, Inc. was held"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

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Understanding 8-K Material Events →

06/02/2026 - 04:00 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Saga Communications (SGA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing seven directors, ratifying Crowe LLP as independent auditors for the year ending December 31, 2026, and approving, on a non-binding advisory basis, the compensation of named executive officers. All three proposals received shareholder approval based on the reported vote totals.

Were Saga Communications (SGA) director nominees elected at the 2026 annual meeting?

Yes. All seven director nominees were elected for the ensuing year. Individual nominees received between 2,871,665 and 3,696,203 votes for, with between 1,097,273 and 1,921,811 votes withheld, and 863,982 broker non-votes reported for each nominee on the director election proposal.

Did Saga Communications (SGA) shareholders ratify Crowe LLP as 2026 auditors?

Yes. Shareholders approved the ratification of Crowe LLP as independent auditors for the fiscal year ending December 31, 2026, with 5,571,362 votes cast for, 24,494 votes cast against, and 61,602 abstentions recorded on the auditor ratification proposal at the annual meeting.

How did Saga Communications (SGA) shareholders vote on executive compensation?

Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers. The say-on-pay proposal received 3,020,736 votes for, 1,760,704 votes against, 12,036 abstentions, and 863,982 broker non-votes, indicating overall support for the company’s executive pay program as presented.

When and where was the Saga Communications (SGA) 2026 annual meeting held?

The Annual Meeting of Shareholders was held on June 1, 2026. The company’s principal executive offices are located at 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236, which is the listed business address for Saga Communications in the disclosure.

What were broker non-votes in Saga Communications (SGA) 2026 director elections?

For each of the seven director nominees, the company reported 863,982 broker non-votes. Broker non-votes arise when brokers do not have discretionary authority to vote on certain proposals and do not receive specific voting instructions from the beneficial owners whose shares they hold.

Filing Exhibits & Attachments

3 documents