Form 8-K - Current report

0000886136false00008861362024-09-162024-09-16

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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): September 16, 2024

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: [phone]

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 8.01.Other Events.

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On September 16, 2024, Saga Communications, Inc. (the “Company”) issued a press release announcing the promotion of Samuel D. Bush to Executive Vice President and Wayne Leland to Chief Operating Officer. Mr. Bush previously served as Senior Vice President of the Company and will continue his position as Chief Financial Officer and Treasurer. Mr. Leland previously served as Senior Vice President/Operations of the Company and remains the principal operating officer of the Company as previously disclosed on November 16, 2022.

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Mr. Bush and Mr. Leland remain party to their existing employment agreements and will continue to receive the compensation contemplated thereby as previously disclosed.

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Item 9.01.Financial Statements and Exhibits.

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(d)

Exhibits.

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99.1

Press Release dated September 16, 2024.

104

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

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INDEX OF EXHIBITS

Exhibit No.	Description
99.1	Press Release dated September 16, 2024.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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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: September 16, 2024	By:	/s/ Samuel D. Bush
		Samuel D. Bush
		Executive Vice President and Chief
		Financial Officer

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EXHIBIT 99.1

 

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Saga Communications, Inc.

Announces Appointment of Samuel D. Bush to Executive Vice President

and Wayne Leland to Chief Operating Officer

Contact:

Samuel D. Bush

[phone]

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Grosse Pointe Farms, MI – September 16, 2024 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company” or “Saga”) today announced the promotions of Samuel D. Bush to Executive Vice President as well as continuing his position as Chief Financial Officer and Treasurer.  Mr. Bush joined Saga in 1997 as Vice President, Chief Financial Officer and Treasurer later being promoted to Senior Vice President in 2002.  

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Also announced today is the promotion of Wayne Leland from Senior Vice President/Operations to Chief Operating Officer.  Mr. Leland joined Saga in 2011 as General Manager of the Company’s radio stations in Norfolk, VA later being promoted to President of Tidewater Communications before joining Saga’s executive team in January 2023.  

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Chris Forgy stated “Saga has an elite team of leaders and staff. These new titles for both Sam and Wayne are a form of congratulations as well as recognition for their past, present and future contributions to Saga. Their promotions are both well deserved.”

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Sam Bush stated “I am excited to continue to work with Chris and the entire Saga team to build on the success that we have already obtained as well as to contribute to overcoming the challenges that currently exist and to build on the significant opportunities that are a part of Saga’s future.”

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Wayne Leland stated “It is a privilege to work with such a talented and dedicated team. With our collective efforts, I am confident we will achieve remarkable success and reach new milestones of achievement.”

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This press release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that are based upon current expectations and involve certain risks and uncertainties.  Words such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “guidance,” and similar expressions are intended to identify forward-looking statements.  The material risks facing our business are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including, in particular, Item 1A of our Annual Report on Form 10-K.  Readers should note that forward-looking statements may be impacted by several factors, including global, national, and local economic changes and changes in the radio broadcast industry in general as well as Saga’s actual performance.  Actual results may vary materially from those described herein and Saga undertakes no obligation to update any information contained herein that constitutes a forward-looking statement.

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Saga is a media company whose business is devoted to acquiring, developing and operating broadcast properties with a growing focus on opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. Saga owns or operates broadcast properties in 28 markets, including 82 FM and 32 AM radio stations and 79 metro signals. For additional information, contact us at [phone] or visit our website at www.sagacom.com.

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Document and Entity Information	Sep. 16, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 2024
Entity File Number	1-11588
Entity Registrant Name	SAGA COMMUNICATIONS, INC
Entity Central Index Key	0000886136
Entity Tax Identification Number	38-3042953
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	73 Kercheval Avenue
Entity Address, City or Town	Grosse Pointe Farms
Entity Address State Or Province	MI
Entity Address, Postal Zip Code	48236
City Area Code	313
Local Phone Number	886-7070
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	SGA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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