8-K

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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): May 2, 2025

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: ( 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:

☐    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))

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. ☐

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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Item 5.07. Submission of Matters to a Vote of Security Holders.

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The Annual Meeting of Stockholders of Saga Communications, Inc. was held on May 2, 2025.

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At the Annual Meeting, the stockholders voted on the following matters:

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(1) The seven nominees for election as directors for the ensuing year, and until their successors are elected and qualified, were elected and received the following votes:

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​<br><br>Name	​<br><br>For	​<br><br>Withheld	Broker<br><br>Non-Votes
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Clarke R. Brown, Jr.	3,351,420	1,939,284	568,381
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Timothy J. Clarke	3,999,771	1,290,933	568,381
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Roy F. Coppedge, III	3,394,037	1,896,667	568,381
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Christopher S. Forgy	4,005,588	1,285,116	568,381
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Warren S. Lada	3,619,080	1,671,624	568,381
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Michael Scafidi	4,011,554	1,279,150	568,381
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Michael W. Schechter	3,765,183	1,525,521	568,381
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(2) The proposal to ratify the appointment by the Board of Directors of Crowe LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2024 was approved with 4,894,136 votes cast for, 953,910 votes cast against and 11,039 abstentions.

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(3) The proposal to re-approve the material terms of the Company’s Chief Executive Officer Annual Incentive Plan was approved with 4,129,170 votes cast for, 1,140,880 votes cast against, 568,381 broker non-votes and 20,654 abstentions.

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(4) The proposal to adopt, by a non-binding advisory vote, a resolution approving the compensation of our named executive officers was approved with 3,204,172 votes cast for, 2,029,035 votes cast against, 568,381 broker non-votes and 57,497 abstentions.

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Item 9.01.Financial Statements and Exhibits.

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(d)Exhibits.

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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
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: May 6, 2025	By:	/s/ Samuel D. Bush
		Samuel D. Bush
		Executive Vice President and Chief
		Financial Officer

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