Salem Media Group, Inc. (SALM) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Salem Media Incorporated. Our host for today's call is Stuart Epperson, Chairman of the Board. [Operator Instructions] I would now like to turn the call over to your host. Mr. Epperson, you may begin.

Ladies and gentlemen, may I have your attention, please? Will the meeting please come to order? Our first order of business today is to welcome you to the virtual meeting of all stockholders of Salem Media Group Incorporated, persons acting as proxies for stockholders and invited guests. I'd like to introduce the presenters for this meeting. My name is Stuart W. Epperson, and I'm Chairman of the Board of Salem Media Group. Also presenting are Edward G. Atsinger III, our Chief Executive Officer; and Christopher J. Henderson, our Secretary and General Counsel. I will serve as Chairman for this meeting, and Chris will serve as Secretary.

Good morning. Before we continue, I'd like to attend to a few housekeeping matters. Copies of the agenda and meeting rules have been placed in the Meeting Materials section on the web portal. For those registered stockholders, who have not yet voted or wish to revoke their proxy, they may vote by clicking on the voting button on the web portal and follow the instructions there. Thank you.

Thank you. We'll now be led in our invocation, next order of business, Mr. Eric Halvorson will give our invocation. He's a valued member of the Board of Directors and has been associated with Salem for over 35 years. Eric?

Let's pray. Our Lord and our God, as we gather today in this virtual setting, we welcome your presence among us. In this time of national crisis, our humble prayer is that you would cause healing for those who are ill with this virus and its complications, and that you would heal any divisiveness that works against the abilities you have given humans, created in your image to research, reason and develop solutions to the problems in this broken world. Above all, we ask for spiritual and moral renewal in our country and throughout the world. We pray specifically for our citizens who are without incomes, that they may be able to feed their families and return to their work soon. And finally, we offer our prayer for the employees of Salem who are working to the point of exhaustion to maintain the company's most important mission, please strengthen and encourage them. We pray this all in the name of Jesus, the one who loved us and gave himself for us. Amen.

Thank you, Eric. In addition to Mr. Halvorson, the following directors are also attending this virtual meeting. Edward Atsinger III, Richard Riddle and Heather Grizzle. I'd like to also take a couple of moments to introduce the following officers of the company on the call as well: David Santrella, President of Broadcast Media; and David Evans, President of New Media, and Evan Masyr, Executive Vice President and Chief Financial Officer. I would also like to introduce Kyron Johnson. Mr. Johnson has been appointed to serve as the inspector of elections for this meeting, and he has executed the oath of inspector of elections which will be attached to the minutes of this meeting. The meeting has 2 parts. First, we will convene the official stockholders' meeting for the purpose of electing directors and voting on a business proposal as listed on the notice of meeting and proxy statement. We will then adjourn the official meeting. And secondly, after we conclude the official stockholders meeting, Mr. Atsinger will present a report, or be available to answer questions of the progress made in the company in the past year and some of our future plans. At the end of the presentation, we'll answer questions submitted through the web portal to management and the Board. Turning now to the stockholders' meeting. Chris, have we satisfied the notice and the quorum requirements necessary to declare the meeting open for business?

Yes, we have. Notices of this meeting were sent on or about March 27, 2020, to the company stockholders of record, and proxies were solicited by the Board of Directors from all stockholders entitled to vote. I have a certificate as to the mailing of the notice, which will be attached to the minutes of this meeting. A record of the company's stockholders as of March 11, 2020, has been made available online at www.virtualshareholdermeeting.com/salem2020 for inspection by any stockholder. Furthermore, I have Mr. Johnson's report that approximately 97% of the total combined voting power of Class A and Class B common stock is represented at this meeting in person or by proxy, and that a quorum is, therefore, present.

Based on that report, I declare the meeting open for business. The polls are now open for all matters scheduled to be voted upon at this meeting and will remain open until the official stockholders' meeting adjourns. First item of business is the election of 5 directors. As described in the proxy statement, the Board's nominees for election are: Edward G. Atsinger, III, Stuart W. Epperson, Richard A. Riddle, Eric H. Halvorson and Heather W. Grizzle. No other nominations have been received by the company and nominations are now closed. The proposal for the election of directors appears on Page 26 of the proxy statement. Of these nominees, Richard A. Riddle and Eric H. Halvorson are nominated by the Board as independent directors for whom the holders of Class A common stock are entitled to vote as a class, exclusive of the holders of Class B common stock. Each of the other 3 nominees is to be elected by the holders of Class A and Class B common stock voting as a single class, with each share of Class A common stock entitled to 1 vote per share and each share of Class B common stock entitled to 10 votes per share. The next item of business is to vote upon the proposal to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm. The proposal to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm appears on Page 27 of the proxy statement. Each of these items will now be put to a vote. Those stockholders who are attending and who have not returned a proxy card and wish to vote, may do so by clicking on the voting button on the web portal and following the instructions there. Those of you who have previously delivered your proxy will not need to vote again, unless you're revoking your proxy and wish to vote during the meeting. So we'll pause a second as if anyone to do that, he would like to. [Voting]