Additional Proxy Soliciting Materials (definitive) (defa14a)
March 29 2019 - 1:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule
§240.14a-12
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SALEM MEDIA GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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1.
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Title of each class of securities to which transaction applies:
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2.
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Aggregate number of securities to which transaction applies:
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3.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
SEC 1913
(04-05)
Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid
OMB control number.
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1.
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Amount Previously Paid:
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2.
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Form, Schedule or Registration Statement No.:
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3.
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Filing Party:
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4.
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 8, 2019.
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Meeting Information
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SALEM MEDIA GROUP, INC.
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Meeting
Type:
Annual Meeting
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For holders as of:
March 13,
2019
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Date:
May 8,
2019
Time:
9:30 a.m. PDT
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Location:
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Salem Media Group, Inc.
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SALEM MEDIA GROUP, INC.
ATTN: KYRON JOHNSON
4880 SANTA ROSA ROAD
CAMARILLO, CA 93012
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4880 Santa Rosa Road
Camarillo, CA 93012
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You are receiving this
communication because you hold shares in the company named above.
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This is not a ballot. You cannot
use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.co
m
or
easily request a paper copy (see reverse side).
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We encourage you to access and review
all of the important information contained in the proxy materials before voting.
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See the reverse
side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy Materials
Available to VIEW or RECEIVE:
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NOTICE AND PROXY STATEMENT FORM 10-K
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
ww
w
.p
ro
xyvot
e
.com.
How to Request and Receive a PAPER or
E-MAIL
Copy:
If you want to receive a paper or
e-mail
copy of these documents, you must request one. There is NO charge for
requesting a copy. Please choose one of the following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by
e-mail,
please send a blank
e-mail
with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed
above on or before April 24, 2019 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by
the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have
the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The BOARD OF
DIRECTORS recommends a vote FOR Proposal 1.
1.
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The election of the nine (9) nominees named in the accompanying Proxy Statement to the Board of Directors to
serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
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Nominees:
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1b.
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Edward G. Atsinger III
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1h.
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Stuart W. Epperson Jr.
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The BOARD OF DIRECTORS recommends a vote FOR Proposals 2, 3 and 4.
2.
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Proposal to amend and restate the Company's 1999 Stock Incentive Plan.
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3.
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Proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm.
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4.
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An advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item
402 of Regulation S-K.
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NOTE:
At their discretion, the proxies are authorized to consider and vote upon such other
business as may properly come before the meeting or any adjournment thereof.
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The holders of Salem's Class A common stock are entitled to vote on the election of the two additional nominees
as independent directors, Messrs. Riddle and Halvorson.
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The BOARD OF
DIRECTORS recommends a vote FOR Proposal 1.
1.
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The election of the seven (7) nominees named in the accompanying Proxy Statement to the Board of Directors to
serve until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified.
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Nominees:
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1b.
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Edward G. Atsinger III
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1f.
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Stuart W. Epperson Jr.
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The BOARD OF DIRECTORS recommends a vote FOR Proposals 2, 3 and 4.
2.
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Proposal to amend and restate the Company's 1999 Stock Incentive Plan.
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3.
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Proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm.
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4.
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An advisory (non-binding) vote on a resolution approving executive compensation as disclosed pursuant to Item
402 of Regulation S-K.
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NOTE:
At their discretion, the proxies are authorized to consider and vote upon such other
business as may properly come before the meeting or any adjournment thereof.
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