Item 5. Other Information
Item 5. Other Information
(a) N o n e .
(b) On June 20, 2025, the Company filed a Current Report on Form 8-K announcing the adoption of an amended and restated bylaws (“Amended and Restated Bylaws”) of the Company, which make material changes to the procedures by which the Company’s shareholders may recommend nominees to the Company’s Board of Directors. 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 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 shareholders;
● 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;
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● 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.
Shareholder proposals and shareholder nominations of persons for election to the Board for consideration by shareholders at the Company’s 2026 Annual Meeting of Shareholders, and which are not intended to be included in the Company’s proxy statement for such meeting, must be submitted in accordance with, and provide certain information required by, the Amended and Restated Bylaws. Pursuant to the Company’s new Amended and Restated Bylaws, such information must be delivered or mailed to and received at the principal executive offices of the Company 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.
(c) None.
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Item 6. Exhibits
Exhibit No.
Location
3.1
1
Articles of Incorporation of Saga Communications Reincorporation, Inc.
3.2
2
Amended and Restated Bylaws of Saga Communications, Inc., a Florida corporation .
4.1
3
Description of the Company’s Securities
31.1
*
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
*
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32
*
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*
Filed herewith.
1
Exhibit filed with the Company’s Form 8-K filed on May 20, 2020 and incorporated by reference herein.
2
Exhibit filed with the Company’s Form 8-K filed on June 20, 2025 and incorporated by reference herein.
3
Exhibit filed with the Company’s Form 10-K for the year ended December 31, 2019 and incorporated by reference herein.
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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 thereunto duly authorized.
SAGA COMMUNICATIONS, INC.
Date: August 8, 2025
/s/ SAMUEL D. BUSH
Samuel D. Bush
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date: August 8, 2025
/s/ CATHERINE A. BOBINSKI
Catherine A. Bobinski
Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.