UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2011
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware (State or other jurisdiction of incorporation) |
1-11588 (Commission File Number) |
38-3042953 (IRS Employer Identification No.) |
| 73 Kercheval Avenue | ||
| Grosse Pointe Farms, MI (Address of Principal Executive Offices) |
48236 (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A (the “Amendment”) updates information disclosed in a Current
Report on Form 8-K filed on May 13, 2011 (the “Original Form 8-K”) relating to the Saga
Communications, Inc. (“Saga”) Annual Meeting of Stockholders held on May 9, 2011 (the “Annual
Meeting”). The sole purpose of this Amendment is to disclose the determination of Saga’s Board of
Directors regarding how frequently Saga will conduct future advisory votes on executive
compensation.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(d) As previously reported in the Original Form 8-K, at the Annual Meeting an advisory vote
was conducted on the frequency of future advisory votes on executive compensation. A majority of
the shares were voted for holding such advisory votes every three years. Saga’s Board of Directors
has considered the outcome of this advisory vote and has determined, as was recommended with
respect to this proposal by Saga’s Board of Directors in the proxy statement for the Annual
Meeting, that Saga will hold an advisory vote on executive compensation every three years.
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.
| Dated: July 28, 2011 | SAGA COMMUNICATIONS, INC. |
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| By: | /s/ Samuel D. Bush | |||
| Samuel D. Bush | ||||
| Its: | Senior Vice President, CFO and Treasurer | |||