[8-K] Saga Communications, Inc. Reports Material Event

Rhea-AI Filing Summary

Saga Communications, Inc. (NASDAQ: SGA) filed an 8-K on 19 June 2025 announcing that its Board adopted Amended and Restated Bylaws effective the same day. The revisions principally tighten and clarify governance procedures surrounding shareholder proposals and director nominations.

• Shareholder nominations & proposals: Expanded disclosure requirements now obligate proposing shareholders to reveal relationships with other investors, funding sources, conflicts of interest, and any compensation arrangements with nominees. Identical timeliness windows apply to both director nominations and other business items (excluding Rule 14a-8 submissions). Shareholders must update or supplement notices as specified dates approach.
• Proxy compliance enforcement: If a shareholder who notified the Company under Rule 14a-19 later fails to comply, the Company can disregard votes or proxies for that nominee.
• Board & meeting authority: The amended bylaws expressly empower the Board and meeting chair to regulate conduct and adjourn meetings, and special Board meetings may now be called on less than 24-hour notice when necessary.
• Record dates: Procedures are set for fixing record dates for shareholders entitled to call special meetings, with any record date for voting or notice capped at 70 days before the meeting.

The Company also updated the deadline for submitting non-proxy-statement proposals for the 2026 Annual Meeting: materials must arrive by 1 February 2026 unless the meeting date shifts outside 12 April–1 July 2026, in which case the deadline is the later of 90 days before the meeting or 10 days after the meeting date is announced.

No financial results or major transactions were disclosed; the filing is limited to corporate governance changes.

Positive

• Clearer governance framework: Sets explicit disclosure and timing rules, potentially reducing procedural disputes.
• Defined record-date limits: Enhances predictability for shareholders regarding meeting eligibility.

Negative

• Restrictive to shareholder activism: Expanded disclosure and proxy-disregard powers raise barriers for dissident slates.
• Greater Board control: Ability to adjourn meetings and call special sessions on <24-hour notice may limit shareholder participation.

Insights

Corporate Governance Specialist

TL;DR: Bylaw amendments heighten disclosure and give Board more control, modestly weakening activist leverage.

The new bylaws expand what shareholders must reveal—funding sources, conflicts, nominee pay—and impose identical, early deadlines, raising the procedural bar for dissidents. Rule 14a-19 non-compliance now triggers automatic vote disregard, significantly reducing risk of universal proxy campaigns that fall out of strict compliance. Additional Board powers to regulate meetings and call special sessions on short notice further centralize authority. While these measures improve transparency, the net effect is defensive, potentially deterring activism and limiting shareholder influence. No immediate financial impact, but governance scores could trend lower, a mild negative for investors prioritizing shareholder rights.

Portfolio Manager

TL;DR: Governance tweaks; operational outlook unchanged, stock fundamentals unaffected near term.

From a capital-markets perspective these bylaw changes neither add assets nor alter cash flows. They may marginally reduce takeover or activism probability, but Saga’s small-cap radio portfolio already trades on earnings stability and dividend yield, not takeover speculation. Deadline clarity for 2026 proposals means less uncertainty around next year’s proxy season, but investors focused on EBITDA and ad-revenue trends will view the filing as neutral. I assign no change to valuation or risk profile.

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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 19, 2025

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.)

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73 Kercheval Avenue
Grosse Pointe Farms, MI		48236
(Address of Principal Executive Offices)		(Zip Code)

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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:

☐    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))

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

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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. ☐

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Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 19, 2025, the Board of Directors (the “Board”) of Saga Communications, Inc. (the “Company”) adopted and approved the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective as of June 19, 2025. The Amended and Restated Bylaws, among other things:

● Enhance procedural mechanics and disclosure requirements applicable to shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (excluding proposals submitted pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)), including by defining certain terms and requiring disclosure of relationships of noticing shareholders with other shareholders, entities that provide financial support for a nomination or proposal, conflicts of interest of a noticing party, and compensation received by director nominees;

● Provide the same timeliness requirements for such shareholder nominations and proposals regarding other business;

● Provide that the Company may disregard any proxies or votes for a noticing shareholder’s director nominees if, after such shareholder provides notice to the Company pursuant to Rule 14a-19 under the Exchange Act, such shareholder subsequently fails to comply with the rule;

● Require a shareholder submitting a nomination or proposal for other business pursuant to the Amended and Restated Bylaws to update or supplement its notice to the Company as of specified dates;

● Specify the powers of the Board and chair of a shareholder meeting to regulate conduct at such meeting and to adjourn a meeting;

● Require director candidates to complete a written questionnaire, make themselves available for interviews with members of the Board, and make a representation regarding any voting commitments, arrangements with other shareholders, and intent to serve as a director if elected;

● Establish procedures for the fixing of a record date for determining stockholders entitled to call a special meeting of stockholders;

● Provide that a record date for the purpose of determining the shareholders entitled to notice of, or to vote at, any shareholders’ meeting, or for other specified purposes, shall not be more than 70 days before the meeting or other action requiring a determination of shareholders;

● Permit special meetings of the Board to be called on less than 24 hours’ notice, if necessary or appropriate under the circumstances; and

● Make various other updates, including ministerial and conforming changes.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

Shareholder proposals and shareholder nominations of persons for election to the Board for consideration by shareholders at our 2026 Annual Meeting of Shareholders, and which are not intended to be included in our proxy statement for such meeting, must be submitted in accordance with, and provide certain information required by, the Amended and Restated Bylaws. Pursuant to our new Amended and Restated Bylaws, such information must be delivered or mailed to and received at the principal executive offices of the Corporation by February 1, 2026. In the event that the date of the annual meeting is earlier than April 12, 2026 or later than July 1, 2026, such information to be timely must instead be so delivered not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which the Company announces the date of the annual meeting. This information is an update to information about such deadlines that the Company provided in its proxy statement in connection with the 2025 Annual Meeting of Shareholders, prior to the adoption of the Amended and Restated Bylaws.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

3.1Amended and Restated Bylaws of Saga Communications, Inc., a Florida corporation.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 20, 2025	By:	/s/ Samuel D. Bush
		Samuel D. Bush
		Executive Vice President and Chief
		Financial Officer

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FAQ

What did Saga Communications (SGA) announce in its 19 June 2025 Form 8-K?

The Board adopted Amended and Restated Bylaws that tighten procedures for shareholder nominations and proposals effective 19 June 2025.

How do the new bylaws affect shareholder nomination deadlines for SGA?

Notices must be received by 1 Feb 2026 for the 2026 AGM, with adjusted timing if the meeting is outside 12 Apr–1 Jul 2026.

What happens if a shareholder fails to follow Rule 14a-19 after giving notice?

Saga may disregard any proxies or votes cast for that shareholder’s director nominees.

Do the amendments impact Saga Communications' financial results?

No financial metrics or operational changes were disclosed; the filing addresses corporate governance only.

Can Saga's Board now call special meetings on short notice?

Yes, special Board meetings may be convened with less than 24 hours' notice when circumstances warrant.