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

All right. Well, 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. The 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 the nominations are now closed. The proposal for the election of directors appears on Page 27 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 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 but 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 vote 10 votes per share. The next item of business is to vote upon a proposal to ratify the appointment of Crowe LLP as the company's independent public accounting firm. The proposal to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm appears on Page 28 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 follow the instructions there. Those of you who have previously delivered your proxy will not need to vote again unless you are revoking your proxy and wish to vote during this meeting. [Voting]

I think we'd probably have most of the votes in. So will the Secretary now report the results of voting?

The preliminary report of the inspector of elections covering the proposals presented at this meeting is as follows: first, the company received proxies from the holders of Class A common stock authorizing the proxy holders to cast more than 53% of the outstanding voting power of Class A common stock for each of the Board's nominees for independent director seats. And as proxy holder, I hereby cast those votes accordingly. The company received proxies from the holders of Class A and Class B common stock, authorizing the proxy holders to cast more than 87% of the outstanding voting power of Class A and Class B common stock for each of the Board's remaining nominees to the director seats. And as proxy holder, I hereby cast those votes accordingly. Based on the votes of the stockholders either in person or by proxy and on the inspector of elections' preliminary report, the proposal to elect each of the Board's nominees for independent director seats and elect each of the Board's nominees to the remaining director seats has been approved. Secondly, the company received proxies from the holders of Class A and Class B common stock authorizing the proxy holders to cast more than 94% of the outstanding voting power of Class A and Class B common stock for the proposal to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm. And as proxy holder, I hereby cast those votes accordingly. Based on the votes of the stockholders either in person or by proxy and on the inspector of elections' preliminary report, the proposal to ratify the appointment of Crowe LLP as the company's independent registered public accounting firm has been approved. For more information about the details of the vote for each of the proposals, please feel free to contact me. We will include an actual tabulation of the votes in the minutes of this meeting.

All right. Thank you, Chris. Based upon the preliminary report from the inspector of elections that the Board's nominees have received sufficient votes to be elected and each proposal has received sufficient votes to be adopted, I declare the Board nominees elected and the proposal adopted, subject to the inspector's final tabulation of votes. As described in the proxy statement under the company's bylaws, there is a specified process for bringing official business before the stockholders. With the exception of the election of the Board of Directors in order for a stockholder to bring a matter of business or a proposal before this meeting, one must provide proper notice of the matter of business or proposal to the Secretary of the company, and such notice should have been received by the Secretary of the company not later than November 26, 2020. As this was not done, no further business or proposals may be brought before this meeting, and I now declare the polls closed. Since there is no further business before this meeting, this Annual Meeting of the Stockholders is officially adjourned. However, as you can see from the agenda, I will turn the meeting over to Mr. Henderson for the question-and-answer period.

[Operator Instructions] We'll wait a minute or so to see if we get any questions. No questions have come in.

Well, all right. Thank you all for participating. This concludes all that we have planned for today. On behalf of the Board of Directors and the employees of Salem Media Group, Inc., thank you for your interest and participating in this virtual meeting. I now declare the meeting adjourned.