11, 2020
16, 2020
11, 2020.
INTRODUCTION | |||||||||||
| | | 1 | | | | | | |||
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | 3 | | | | | |
| PROPOSAL 1 — ELECTION OF DIRECTORS | | | | | 6 | | | | | |
| CORPORATE GOVERNANCE | | | | | 8 | | | | | |
| FINANCE AND AUDIT COMMITTEE REPORT | | | | | 12 | | | | | |
| PROPOSAL 2 | ||||||||||
| | | | 13 | | | | | |||
| PROPOSAL 3 — TO RE-APPROVE THE MATERIAL TERMS OF THE CHIEF EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN | | | | | 15 | | | | | |
| PROPOSAL 4 — TO ADOPT, BY A NON-BINDING ADVISORY VOTE, A RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | | 17 | | | | | |
| PROPOSAL 5 — TO APPROVE THE REINCOPRORATION OF THE COMPANY FROM THE STATE OF DELAWARE TO THE STATE OF FLORIDA | | | | | 18 | | | | | |
| PROPOSAL 6 — STOCKHOLDER PROPOSAL FOR MAJORITY VOTING STANDARD IN UNCONTESTED DIRECTOR ELECTIONS | | | | | 31 | | | | | |
| COMPENSATION DISCUSSION AND ANALYSIS | | | | | 34 | | | | | |
| COMPENSATION OF EXECUTIVE OFFICERS | | | | | 40 | | | | | |
| COMPENSATION OF DIRECTORS | | | | | 51 | | | | | |
| CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS WITH DIRECTORS AND MANAGEMENT | | | | | 52 | | | | | |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | | | | | 52 | | | | | |
| OTHER MATTERS | | | | | 53 | | | | | |
| STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR ANNUAL MEETINGS | | | | | 53 | | | | | |
| EXPENSE OF SOLICITING PROXIES | | | | | 53 | | | | | |
| APPENDIX A — | | | | | A-1 | | | | | |
| APPENDIX B — FORM OF AGREEMENT AND PLAN OF MERGER | | | | | B-1 | | | | | |
| APPENDIX C — FORM OF ARTICLES OF INCORPORATION OF SAGA COMMUNICATIONS REINCORPORATION, INC. | | | | | C-1 | | | | | |
| APPENDIX D — FORM OF BYLAWS OF SAGA COMMUNICATIONS REINCORPORATION, INC. | | | | | D-1 | | | | | |
i
16, 2020.
Please be advised that, we are monitoring developments regarding the coronavirus, or COVID-19, and preparing in the event any changes for our Annual Meeting are necessary or appropriate. If we decide to make any change, such as to the date or location, or to hold the meeting solely by remote communication, we will announce the change in advance and post details, including instructions on how stockholders can participate, on our website at www.sagacommunications.com, and file them with the SEC. We also recommend that you visit our website to confirm the status of the Annual Meeting before planning to attend in person.
“AGAINST” Proposal 6.
election of directors and will therefore have no effect on the outcome. With respect to ProposalsProposal 2, Proposal 3, Proposal 4, Proposal 5, and 3,Proposal 6, stockholders may vote in favor of or against the proposal, or abstain from voting. The affirmative vote of a majority of the votes cast by holders of Class A Common Stock and Class B Common Stock, voting together, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, is required for the adoption of Proposal 2, Proposal 3, Proposal 4, Proposal 5, and Proposal 6. Abstentions on Proposals 2 and 3.
3 will be treated as votes cast and therefore have the same effect as a vote against the proposals. Although our Board of Directors intends to carefully consider the stockholder votes on Proposal 4, those votes will not be binding on the Board of Directors and are advisory in nature.
| | | Number of Shares | | | Percent of Class | | ||||||||||||||||||
Name | | | Class A | | | Class B | | | Class A | | | Class B | | ||||||||||||
Catherine A. Bobinski | | | | | 15,381(1)(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Clarke R. Brown, Jr. | | | | | 5,884(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Samuel D. Bush | | | | | 26,354(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Edward K. Christian | | | | | 3,077(3) | | | | | | 953,842(4) | | | | | | * | | | | | | 100.0% | | |
Timothy J. Clarke | | | | | 3,657(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Roy F. Coppedge III | | | | | 3,878(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Christopher S. Forgy | | | | | 6,098(2)(3) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Warren S. Lada | | | | | 21,914(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Marcia K. Lobaito | | | | | 18,033(2)(3)(5) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
G. Dean Pearce | | | | | 1,168(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
Gary G. Stevens | | | | | 10,811(2) | | | | | | 0 | | | | | | * | | | | | | n/a | | |
All directors, nominees and executive officers as a group (11 persons) | | | | | 116,255(6) | | | | | | 953,842(4) | | | | | | 2.3% | | | | | | 100.0% | | |
TowerView LLC | | | | | 1,170,000(7) | | | | | | 0 | | | | | | 23.2% | | | | | | n/a | | |
T. Rowe Price Associates, Inc. | | | | | 577,620(8) | | | | | | 0 | | | | | | 11.5% | | | | | | n/a | | |
Royce & Associates, LP | | | | | 291,573(9) | | | | | | 0 | | | | | | 5.78% | | | | | | n/a | | |
FMR LLC | | | | | 528,902(10) | | | | | | 0 | | | | | | 10.5% | | | | | | n/a | | |
Dimensional Fund Advisors LP | | | | | 419,251(11) | | | | | | 0 | | | | | | 8.3% | | | | | | n/a | | |
BlackRock, Inc. | | | | | 299,868(12) | | | | | | 0 | | | | | | 6.0% | | | | | | n/a | | |
Number of Shares | Percent of Class | |||||||||||||||
Name | Class A | Class B | Class A | Class B | ||||||||||||
Catherine A. Bobinski | 12,153 | (1)(2)(3) | 0 | * | n/a | |||||||||||
Clarke R. Brown, Jr. | 4,871 | (2) | 0 | * | n/a | |||||||||||
Samuel D. Bush | 20,034 | (2)(3) | 0 | * | n/a | |||||||||||
Edward K. Christian | 3,032 | (3) | 898,633 | (4) | * | 100.0% | ||||||||||
Timothy J. Clarke | 2,361 | (2) | 0 | * | n/a | |||||||||||
Roy F. Coppedge III | 2,865 | (2) | 0 | * | n/a | |||||||||||
Warren S. Lada | 24,039 | (2)(3) | 0 | * | n/a | |||||||||||
Marcia K. Lobaito | 14,258 | (2)(3)(5) | 0 | * | n/a | |||||||||||
G. Dean Pearce | 155 | (2) | 0 | * | n/a | |||||||||||
Gary G. Stevens | 8,769 | (2) | 0 | * | n/a | |||||||||||
All directors, nominees and executive officers as a group (11 persons) | 92,537 | (6) | 898,633 | (4) | 1.8% | 100.0% | ||||||||||
TowerView LLC | 1,161,936 | (7) | 0 | 23.0% | n/a | |||||||||||
T. Rowe Price Associates, Inc. | 689,201 | (8) | 0 | 13.7% | n/a | |||||||||||
Royce & Associates, LP | 602,259 | (9) | 0 | 11.9% | n/a | |||||||||||
FMR LLC | 523,556 | (10) | 0 | 10.4% | n/a | |||||||||||
Dimensional Fund Advisors LP | 422,039 | (11) | 0 | 8.4% | n/a | |||||||||||
BlackRock, Inc. | 283,006 | (12) | 0 | 5.6% | n/a |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | |
Directors to be elected by holders of Class A Common Stock: | | ||||||
Roy F. Coppedge III, | | | Senior Advisor, BV Investment Partners (formerly Boston Ventures Management) from 2012 to 2017. From 1983 to 2012, Mr. Coppedge was Managing Director of BV Investment Partners. | ||||
We believe that Mr. Coppedge’s qualifications to sit on our Board include his more than twenty-five years in the private equity investment industry, primarily at a firm that has made investments in seventy-eight private companies that have operated in the specific industries: media, communications, broadcasting, entertainment, and information and business services. | | ||||||
June 2013 | |||||||
| ||||||
G. Dean Pearce, | | | CEO of Pearce Development, LLC and a member of the Executive Board of the Radio Music License Committee. | |||
We believe that Mr. Pearce’s qualifications to sit on our Board include his thirty years in the broadcast industry, including the creation of his own broadcast enterprise, Apex Media Corporation, and senior positions in Progressive Communications and Radio South, owners of highly successful radio properties in the southeast. | | | May 2017 | |
Name and Age | | | Principal Occupation During the Past Five Years | | | Director Since | |
Directors to be elected by holders of Class A and Class B Common Stock, voting together: | | ||||||
Edward K. Christian, 75 | | | President, CEO and Chairman of Saga Communications, Inc. and its predecessor since 1986. | | | March 1992 | |
| | | We believe that Mr. Christian’s qualifications to sit on our Board include his more than fifty years of professional service in the broadcast industry, including his more than thirty-five years as our founder and our Chairman, CEO, and President. | | | ||
Timothy J. Clarke, 75 | | | President and Owner, Clarke Company from 1987 to present. Mr. Clarke is also the Chairman of Gulfside Bank, a full service community bank in Sarasota, Florida. We believe that Mr. Clarke’s qualifications to sit on our Board include his more than twenty-five years in the advertising and public relations industry, including twenty as president of a full service advertising and public relations agency servicing markets that included radio and television, as well as his involvement in the startup and management of three community banks. | | | December 2013 | |
Gary G. Stevens, | | | Managing Director, Gary Stevens & Co. (a media broker) since 1988. From 1977 to 1985, Mr. Stevens was Chief Executive Officer of the broadcast division of Doubleday & Co. From 1986 to 1988, Mr. Stevens was a Managing Director of the then Wall Street investment firm of Wertheim, Schroder & Co. | ||||
We believe that Mr. Stevens’ qualifications to sit on our Board include his more than fifty years in the broadcast industry, including eight as chief executive officer of a major broadcast group. In addition, his experience as a managing director of an investment firm and his knowledge of capital and finance are of significant value to the Company. | | | July 1995 | | |||
Clarke R. Brown, Jr., | | | Retired; President of Jefferson-Pilot Communications Company from 1991 to June 2005. | ||||
We believe that Mr. Brown’s qualifications to sit on our Board include his thirty-eight years in the broadcast industry, including fourteen years as President of the radio division of a then-public company. | | | July 2004 | | |||
Warren Lada, 65 | | | Retired; Chief Operating Officer of the Company from March 2016 to June 30, 2018. Mr. Lada began his broadcast career in 1976 and served in various capacities for several broadcast companies before joining Saga in 1991. He initially served as General Manager of WAQY, Rock 102 in Springfield, MA and Regional Vice President for Saga Communications of New England. Mr. Lada held several positions during his twenty-seven years with the Company. We believe that Mr. Lada’s qualifications to sit on our Board include his twenty-seven years in the broadcast industry working for Saga, including over two years as Chief Operating Officer of the Company. | | | May 2018 | |
held by Mr. Christian, our President, CEO, and Chairman. Mr. Christian owns approximately 64%65% of the combined voting power of our Class A and Class B Common Stock with respect to those matters on which Class B Common Stock is entitled to ten votes per share. As such, we are not required: (i) to have a majority of our directors be “independent,” (ii) to have the compensation of our CEO determined or recommended to a board of directors by a compensation committee comprised of independent directors or by a majority of the independent directors on such board of directors, or (iii) to have director nominations either selected, or recommended for the board of directors’ selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors. Although not required, we have, as disclosed below, adhered to (i) and (ii) above.
the Board considers various potential candidates for director which may come to the Board’s attention through current Board members, professional search firms, stockholders, or other persons. These candidates are evaluated at regular or special meetings of the Board, and may be considered at any point during the year.
The Board is requesting that stockholders vote in favor of amendment of the 2005 Incentive Compensation Plan (the “Amendment”) to (i) extend the period of time that grants may be made under the plan from any time prior to September 6, 2018 to any time prior to September 6, 2023 and (ii) increase the number of authorized shares by 90,000 shares of Class B Common Stock. There are no other amendments to the 2005 Incentive Compensation Plan being requested at this time. A copy of the proposed amendment is provided as Appendix A to this proxy statement.
The 2005 Incentive Compensation Plan is the sole active plan for providing equity incentive compensation to eligible employees and non-employee directors. The Board believes that the Amendment is in the best interest of stockholders, as continuing to grant equity awards under the plan helps to attract, motivate, and retain talented employees and non-employee directors, align employee and stockholder interests and maintain a culture based on employee stock ownership. Equity is an important component of total compensation for our employees.
The following table sets forth as of December 31, 2017, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:
Plan Category | (a) Number of Shares to be Issued Upon Exercise of Outstanding Options Warrants, and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Column (a)) | |||||||||
Equity Compensation Plans Approved by Stockholders: | ||||||||||||
Employees’ 401(k) Savings and Investment Plan | — | $ | — | 520,665 | ||||||||
2005 Incentive Compensation Plan | 96,639 | (1) | $ | 0.00 | (2) | 368,749 | ||||||
Equity Compensation Plans Not Approved by Stockholders: | ||||||||||||
None | — | — | ||||||||||
Total | 96,639 | 889,414 |
As described in the summary below, the 2005 Incentive Compensation Plan provides for the grant of performance awards. Among other reasons, the use of performance goals were designed to qualify such bonus payments as “qualified performance-based compensation” and be fully deductible and exempt from the $1 million limitation of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) on the Company’s deduction for federal income tax purposes for certain compensation paid to “covered employees” (generally, the top five named executive officers in the Summary Compensation Table) of a publicly held corporation. Comprehensive federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (H.R.1), which was signed into law on December 22, 2017 (the “Act”), eliminated the performance-based compensation exception to the $1 million limitation, beginning January 1, 2018. No amendment to the 2005 Incentive Compensation Plan due to the Act is being requested at this time. The Company is continuing to monitor regulations and other guidance expected pursuant to the Act in consideration of whether any amendment may be warranted in the future as a result of the Act. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not
include performance goals as determined in the sole discretion of the Compensation Committee, and the Amendment makes no change to this feature of the plan.
Approval of the amendment to the 2005 Incentive Compensation Plan requires the affirmative majority vote of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together, entitled to vote as of the record date, with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes. Holders of a majority vote of our outstanding shares of Common Stock have indicated to us that they intend to vote in favor of the 2005 Incentive Compensation Plan. The following is a summary of the two changes included in the Amendment:
Extension of Term. The Amendment extends the date for making awards from September 6, 2018 to September 6, 2023.
Increase in Number of authorized Shares. The Amendment increases the number of authorized shares of Class B Common Stock to 370,000, as detailed in the table below:
Equity Plan Share Reservation(1) | Class A | Class B | Total | |||||||||
Total shares authorized under the 2005 Incentive Compensation Plan | 620,000 | 280,000 | 900,000 | |||||||||
Shares awarded from May 2005 through April 18, 2018 | (486,855 | ) | (203,384 | ) | (690,239 | ) | ||||||
Forfeitures added back to share reserve May 2005 through April 18, 2018 | 141,329 | 13,810 | 155,139 | |||||||||
Shares available to be granted as of April 18, 2018 | 274,474 | 90,425 | 364,899 | |||||||||
Additional shares requested under the Amendment | 0 | 90,000 | 90,000 | |||||||||
Total shares available for issuance from May 2018 through September 2023 | 274,474 | 180,425 | 454,899 | |||||||||
Total authorization of shares from May 2005 through September 2023 | 620,000 | 370,000 | 990,000 |
A summary of the material terms of the 2005 Incentive Compensation Plan is set forth below. The summary is qualified in its entirety by reference to the actual text of the 2005 Incentive Compensation Plan, which was filed as Appendix A to the Company’s Consent Solicitation (file No. 001-11588) filed on September 17, 2013.
1.General
The 2005 Incentive Compensation Plan provides for the grant of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to participants of the Company and its subsidiaries. Such awards are not mandatory, but are made in the discretion of the Compensation Committee. Eligible participants under the 2005 Incentive Compensation Plan are current executive officers (five persons), current officers who are not executive officers (approximately twenty-seven persons), and non-employee directors (five persons). Currently, grants may be made under the 2005 Incentive Compensation Plan at any time prior to September 6, 2018. The Amendment extends that period of time for five years to any time prior to September 6, 2023. A total of 620,000 shares of Class A Common Stock and 280,000 shares of Class B Common Stock are currently authorized for issuance under the 2005 Incentive Compensation Plan. The Amendment would increase the number of shares authorized for issuance under the 2005 Incentive Compensation Plan to 620,000 shares of Class A Common Stock and 370,000 shares of Class B Common Stock. Only Mr. Christian is eligible to receive awards denominated in Class B Common Stock. The maximum number of shares that may be awarded in any one fiscal year of the Company to a participant in the 2005 Incentive Compensation Plan in respect of stock options, shares of restricted stock, shares evidenced by restricted stock units and shares issuable as performance awards is 75,000. The maximum dollar value payable to a participant in the 2005 Incentive Compensation Plan in respect of awards that are
valued in property other than Common Stock is the lesser of $1,000,000 or 2.99 times the participant’s base salary for that year. These amounts are subject to adjustment for stock splits and certain other corporate events.
The total value of any annual award to a participant on the date of grant depends on the participant’s group and is a percentage of base salary (for an employee) or of cash retainer (for a director who is not an employee) as determined by the Compensation Committee from an Award Range, as follows:
2.Administration
The 2005 Incentive Compensation Plan is administered by the Compensation Committee of the Board or by the Board acting as the Compensation Committee. Unless otherwise specified in the 2005 Incentive Compensation Plan, the Compensation Committee has the power to select the recipients of awards and has broad power to determine the terms of awards and to change such terms in various ways subsequent to grant, including among others, accelerating the exercisability of stock options, waiving or modifying transfer restrictions, and extending the post-termination exercise period of stock options. In addition, the Compensation Committee determines the percentage of base salary (for an employee) or of cash retainer (for a director) from the Award Range which comprises the value of any annual award to a participant based on his Award Group as described above. The Compensation Committee interprets the 2005 Incentive Compensation Plan and makes all determinations necessary for its administration. The decision of the Compensation Committee on any question concerning interpretation or administration is final and binding on all participants. The Board is permitted by the 2005 Incentive Compensation Plan to terminate the 2005 Incentive Compensation Plan, or the grant of awards under the 2005 Incentive Compensation Plan, at any time. The Board may amend or modify the 2005 Incentive Compensation Plan at any time and from time to time, but no amendment or modification, without the approval of the stockholders of the Company, shall (i) materially increase the benefits accruing to participants under the 2005 Incentive Compensation Plan; (ii) increase the amount of Common Stock for which awards may be made under the 2005 Incentive Compensation Plan; (iii) change the provisions relating to the eligibility of individuals to whom awards may be made under the 2005 Incentive Compensation Plan; or (iv) permit the repricing of stock options. In addition, the Board may not amend the 2005 Incentive Compensation Plan in a manner requiring approval of the stockholders of the Company under the rules of the NYSE American or such other stock exchange or stock market, including NASDAQ, without obtaining the approval of the stockholders.
3.Stock Options
Stock options granted under the 2005 Incentive Compensation Plan may be either incentive stock options under Section 422 of the Code or nonqualified stock options. The terms of stock options granted under the 2005 Incentive Compensation Plan, including any vesting requirements, are set forth in an agreement between the Company and the recipient and are determined by the Compensation Committee, unless specified in the 2005 Incentive Compensation Plan. The exercise price cannot be less than the fair market value of the shares on the date of grant.
Stock options granted under the 2005 Incentive Compensation Plan become exercisable at such times as the Compensation Committee determines and expire not later than ten years after grant. Under the form of nonqualified stock option agreement adopted by the Compensation Committee, one-third of the nonqualified stock options granted vest on the first year anniversary of the date of grant and each of the two years thereafter. Under the form of stock option agreement, the stock option may be exercised for a period of ten years from the date of grant. Payment for shares and withholding taxes on shares to be acquired upon exercise of stock options granted under the 2005 Incentive Compensation Plan may be made (a) in cash or by check; (b) by tendering shares of Common Stock which are freely owned and held by the participant; (c) by the Company purchasing that number of shares of Common Stock subject to stock option sufficient to pay the
exercise price; (d) by reduction of the number of shares otherwise deliverable upon exercise of such stock option equal to the aggregate exercise price of the shares exercised; (e) in any other form of legal consideration that may be acceptable to the Compensation Committee; (f) by using the cashless exercise procedure between the Company and the participant’s broker; or (g) in any combination of the above.
4.Restricted Stock Awards and Restricted Stock Units
The 2005 Incentive Compensation Plan provides for the grant of restricted shares or restricted stock units. Such grant may vest over a period of time and include such other terms as are set forth in an agreement between the Company and the participants and as determined by the Compensation Committee unless specified in the 2005 Incentive Compensation Plan. Under the form of restricted stock agreement adopted by the Compensation Committee, one-third of the restricted stock granted vest on the first year anniversary of the date of grant and each of the two years thereafter. The Company may, among other methods, withhold vested restricted stock or Common Stock upon satisfaction of vesting or other requirements to pay withholding taxes. A restricted stock unit is the right to receive restricted shares or an equivalent value in cash. If the Compensation Committee grants awards of restricted stock or restricted stock units, it may condition such grants on the recipients having attained specified performance goals (or combination thereof) during a specified performance period. The performance goals which may be considered by the Compensation Committee include the following, which may be specified on a consolidated, same station, pro forma, per share and/or segment basis: (i) earnings (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as adjusted by excluding one or more components of earnings); (ii) revenue (as measured by operating revenue or net operating revenue); (iii) cash flow; (iv) free cash flow; (v) broadcast cash flow, margins and/or margin growth; (vi) earnings and/or revenue growth; (vii) working capital; (viii) market capitalization; (ix) market revenue performance; (x) achievement and/or maintenance of target stock prices; (xi) stock price growth; (xii) return on equity; (xiii) return on investment; and (xiv) return on assets/net assets. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not include performance goals as determined in the sole discretion of the Compensation Committee. Under the form of restricted stock agreement adopted by the Compensation Committee, the holder of restricted shares or shares subject to a restricted stock unit have rights as a stockholder of the Company, including the right to vote and receive dividends with respect to such shares. Restricted shares and restricted stock units are generally subject to certain forfeiture conditions and may not be transferred by the recipient until such restrictions have been satisfied. Until employees are no longer employees and until non-employee directors cease serving as directors, they are required to retain 50% of any net award of restricted stock.
5.Performance Awards
The 2005 Incentive Compensation Plan also provides for the grant of performance awards. A performance award is a right, contingent upon the attainment of performance goals within a specified performance period, to receive cash, shares of Common Stock, which may be restricted stock or restricted stock units, or a combination of both. All of the terms relating to the satisfaction of performance goals, the length of any performance period, the amount of any performance award granted, the amount of any payment or transfer to be made pursuant to any performance award, and any other terms and conditions of any performance award, including the effect upon such award of termination of the recipient’s status as an employee, are determined by the Compensation Committee and included in an agreement between the recipient and the Company.
Restrictions on transfer of performance awards will lapse and the award will be payable upon completion of written objective performance goals, as determined by the Compensation Committee using one or more of the following criteria, which may be specified on a consolidated, same station, pro forma, per share and/or segment basis: (i) earnings (as measured by net income, operating income, operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as adjusted by excluding one or more components of earnings); (ii) revenue (as measured by operating revenue or net operating revenue); (iii) cash flow; (iv) free cash flow; (v) broadcast cash flow, margins and/or margin growth; (vi) earnings and/or revenue growth; (vii) working capital; (viii) market capitalization; (ix) market revenue performance; (x) achievement and/or maintenance of target stock prices; (xi) stock price growth; (xii) return on equity; (xiii) return on
investment; and (xiv) return on assets/net assets. The performance period is determined by the Compensation Committee and may be from one to five years. Awards granted by the Compensation Committee under the 2005 Incentive Compensation Plan may or may not include performance goals as determined in the sole discretion of the Compensation Committee.
6.Termination and Change in Control
Unless otherwise provided in the applicable award agreement, and except as disclosed below with respect to a change in control, any portion of a stock option which is not yet exercisable will be forfeited if the holder’s status as an employee or, as applicable, as a non-employee director, is terminated for any reason, and (ii) any portion of a restricted stock grant or restricted stock unit which is not yet transferable and any portion of a performance share award with respect to which performance goals have not yet been achieved will be forfeited if the holder’s status as an employee or, as applicable, as a non-employee director, is terminated for any reason.
Under the form of nonqualified stock option agreement adopted by the Compensation Committee, the exercisable portion of a stock option will terminate at various times after the holder’s status as an employee or, as applicable, as a non-employee director, terminates, based upon the reason for the termination. If status is terminated for cause as defined in the 2005 Incentive Compensation Plan, any unexercised portion of a stock option immediately terminates. If status terminates due to death or disability, then the stock option is exercisable until the earlier of the date the stock option would otherwise have terminated or the first anniversary of such death or disability. If the participant’s (1) status terminates due to retirement, or (2) the participant is terminated involuntarily (other than for cause or due to death or disability) within six months following a change in control, then the exercisable portion of the option may be exercised until the stock option would otherwise have expired in the absence of termination. If status terminates for any other reason, then the stock option terminates when the stock option otherwise expires or three months after termination of status, whichever is earlier. The Compensation Committee, however, has discretion under the 2005 Incentive Compensation Plan to accelerate the exercisability of stock options, extend the exercise period of a stock option (but not past the tenth anniversary of the grant date) and waive certain restrictions or conditions applicable to restricted stock, restricted stock units or performance share awards, and such acceleration and waiver will occur automatically, unless otherwise provided in the award agreement, upon a “change in control” of the Company. The form of nonqualified stock option agreement adopted by the Compensation Committee provides that all stock options become fully vested and exercisable in full upon the occurrence of a change in control or if the Compensation Committee determines that a change in control has occurred if the Optionee is an employee or non-employee director upon the occurrence or deemed occurrence of a change in control. The definition of “change in control” includes persons acquiring more than 30% of the total voting power of the Company, a change in the majority of the members of the Board during any period of twelve consecutive months by directors whose appointment or election was not endorsed by a majority of the directors prior to appointment or election, or approval by stockholders of a plan of complete liquidation of the Company, an agreement for the sale of all or substantially all of the assets of the Company and certain mergers, consolidations or reorganizations.
7.Clawback Provision
By accepting an award pursuant to an award agreement, a participant agrees to be bound by the Company’s Clawback Policy, as it may be amended. Under the Company’s Clawback Policy, in the event of an accounting restatement due to material noncompliance with financial reporting requirements under the U.S. federal securities laws, the independent members of the Board and/or the Compensation Committee has the right to use reasonable efforts to cancel and clawback awards granted as incentive-based compensation to, and recover from, any of our current or former directors, officers and employees who received incentive-based compensation during the three-year period preceding the date on which the Company is required to prepare an accounting restatement, any excess incentive-based compensation awarded as a result of the misstatement. In addition, in the event of the fraud, theft, embezzlement or willful misconduct of any such director, officer or employee (the “Fraud”), the Board and/or the Compensation Committee has the right to use reasonable efforts to cancel and clawback awards granted as incentive-based compensation to, and recover from, any such director, officer and employee who received incentive-based compensation during the three-year period
preceding the Fraud, an appropriate and reasonable amount of the incentive-based compensation awarded irrespective of whether there was an accounting restatement.
8.Federal Income Tax Consequences
Stock option grants under the 2005 Incentive Compensation Plan may either be incentive stock options under Section 422 of the Code or nonqualified stock options governed by Section 83 of the Code. Generally, no taxable income is recognized by a participant upon the grant of a stock option and no deduction is taken by the Company. Under current tax laws, when an incentive stock option is exercised, the participant has no taxable income provided that applicable holding periods have been satisfied and the Company receives no tax deduction. When a participant exercises a nonqualified stock option, he or she will have taxable income equal to the difference between the fair market value of the Class A Common Stock on the exercise date and the stock option exercise price. The Company will be entitled to a corresponding deduction on its federal income tax return. The tax treatment for a participant upon a disposition of shares acquired through the exercise of a stock option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a nonqualified stock option. The Company may be entitled to a tax deduction in the case of a disposition of shares acquired under an incentive stock option if such disposition occurs before the applicable holding periods have been satisfied.
In general, a participant who receives a restricted stock or restricted stock unit award, and who has not made an election under Section 83(b) of the Code to be taxed upon receipt, will have taxable income equal to the fair market value of the stock at the earlier of the first time the rights of the participant are transferable or the restrictions, such as vesting, have been satisfied. The Company is entitled to a tax deduction when the participant recognizes income.
A participant who is awarded performance awards will not recognize taxable income and the Company will not receive a tax deduction at the time the award is made. When a participant receives payment for performance awards in shares of Common Stock or cash, the fair market value of the shares or the amount of the cash received will be ordinary income to the participant and the Company will receive a tax deduction. However, if any shares of Common Stock used to pay out earned performance awards are non-transferable and there is a substantial risk that such shares will be forfeited (for example, because the Compensation Committee conditions those shares on the performance of future services), the taxable event is deferred until either the risk of forfeiture or the restriction on transferability lapses. In this case, the participant may be able to make an election under Section 83(b) of the Code to be taxed upon receipt. The Company is entitled to a corresponding tax deduction at the time ordinary income is recognized by the participant.
The foregoing is only a summary of the effect of U.S. federal income taxation upon recipients of awards and the Company with respect to the grant and exercise of awards under the 2005 Incentive Compensation Plan. It does not purport to be complete and does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any municipality, state or foreign country in which the participant’s income or gain may be taxable.
The Board recommends that the stockholders vote “FOR” the Amendment of the 2005 Incentive Compensation Plan.
2020.
2021.
Fee Category | | | 2019 Fees | | | 2018 Fees | | ||||||
Audit fees | | | | $ | 280,740 | | | | | $ | 279,543 | | |
Audit-related fees | | | | $ | 19,633 | | | | | $ | 19,633 | | |
Tax fees | | | | $ | 41,800 | | | | | $ | 38,791 | | |
All other fees | | | | $ | — | | | | | $ | | | |
Total fees | | | | $ | 342,173 | | | | | $ | 337,967 | | |
Fee Category | 2017 Fees | 2016 Fees | ||||||
Audit fees | $ | 292,941 | $ | 279,596 | ||||
Audit-related fees | $ | 35,000 | $ | 43,463 | ||||
Tax fees | $ | 47,553 | $ | 33,650 | ||||
All other fees | $ | — | $ | — | ||||
Total fees | $ | 375,494 | $ | 356,709 |
pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed by the Finance and Audit Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others. The Finance and Audit Committee has delegated to the Chair of the Finance and Audit Committee the authority to approve permitted services provided that the Chair reports any decisions to the Finance and Audit Committee at its next scheduled meeting.
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
1. Bylaw Amendments. The DGCL provides that the stockholders and, if provided by the certificate of incorporation, the board of directors, are entitled to amend or repeal the bylaws. Bylaws may be amended or repealed by stockholders at any meeting by a vote of the majority of the issued and outstanding common stock of the Corporation. The Delaware Certificate authorizes the board of directors to make, alter, amend or repeal the bylaws. The Delaware Bylaws allow amendment, alteration or repeal by (a) majority vote of the board or (b) the affirmative vote of the holders of at least 662∕3% of the outstanding shares of stock of the Company entitled to vote on the election of directors at the annual meeting. | | | 1. Bylaw Amendments. The FBCA provides that the board of directors may amend or repeal the bylaws unless such power is reserved to the shareholders by the articles of incorporation or by a particular bylaw provision, or by specific action of the shareholders. The Florida Articles and Florida Bylaws permit the amendment of the Florida Bylaws in the same manner as the Delaware Certificate and Florida Bylaws. | |
2. Amendment of Certificate of Incorporation. The DGCL provides that an amendment to the certificate of incorporation may be made if first proposed by directors and then approved by the stockholders entitled to vote. | | | 2. Amendment of Articles of Incorporation. The FBCA generally requires approval by a majority of directors and by holders of a majority of the shares entitled to vote on any amendment to a Florida corporation’s articles of incorporation. In addition, the amendment must be approved by a majority of the votes entitled to be cast on the amendment by any class or series of shares with respect to which the amendment would create dissenters’ rights. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment. | |
3. Stockholder Action by Written Consent. Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, the stockholders may take action without a meeting if a consent in writing to such action is signed by the shareholders having not less than a minimum number of votes that would be necessary to take such action at the meeting at which all shares entitled to vote were present and voted. The Delaware Certificate does not address stockholder action by written consent. | | | 3. Shareholder Action by Written Consent. Under the FBCA, unless otherwise provided in a corporation’s articles of incorporation, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all shares entitled to vote were present and voted. The Florida Articles do not address stockholder action by written consent. | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
4. Stockholder Ability to Call Special Stockholders’ Meetings. The DGCL provides that special meetings of the stockholders may be called by the board of directors or by such persons as may be authorized by the certificate of incorporation or the bylaws. The Delaware Bylaws provides that special meetings of stockholders may be called by the President or Chairman of the Board, or by the board of directors pursuant to a resolution adopted by a majority of the total number of directors that the Company would have if there were no vacancies on the board. | | | 4. Shareholder Ability to Call Special Shareholders’ Meetings. The FBCA provides that special meetings of the shareholders may be called by (i) the board of directors; (ii) such persons as may be authorized by the articles of incorporation or the bylaws or (iii) the holders of not less than 10% (or a greater percentage, not to exceed 50%, as specified in the articles of incorporation) of all votes entitled to be cast on any issue to be considered at the special meeting. The Florida Articles provide that special meetings of shareholders may be called by: (i) the President or Chairman of the Board; (ii) the board of directors pursuant to a resolution adopted by a majority of the total number of directors that the Company would have if there were no vacancies on the board; or (iii) the holders of not less than 50% of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. | |
5. Inspection of Books and Records. Under the DGCL, any stockholder of a corporation has the right to inspect and copy the corporation’s stock ledger, list of shareholders and its other books and records, upon certain procedural requirements such as a written demand under oath in which the stockholder states a “proper purpose” for such inspection. | | | 5. Inspection of Books and Records. Under the FCBA, any shareholder, during regular business hours, at the corporation’s principal office, is entitled to inspect and copy the corporation’s books and records, including minutes of meetings, certain written board and shareholder resolutions, certain written communications to shareholders, articles of incorporation, bylaws, accounting records and the list of the names and business addresses of the corporation’s directors and officers, provided that such shareholder makes written demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy and such shareholder (i) makes the demand “in good faith and for a proper purpose,” and (ii) describes the purpose with reasonable particularity and describes the records he desires to inspect. In addition, the records must be directly connected with the shareholder’s purpose. | |
6. Restrictions on Transactions with Interested Stockholder. Under the DGCL, a corporation whose shares are publicly traded is generally prohibited from entering into business transactions with an interested stockholder (one who owns 15% or more of the corporation’s outstanding voting stock), or an | | | 6. Restrictions on Transactions with Interested Shareholders. The FBCA provides that an “affiliated transaction” (as defined in the FBCA) with an “interested shareholder” during the three years after the shareholder becomes an interested shareholder must generally be approved by the affirmative vote of the holders | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
interested stockholder’s affiliates or associates, for a period of three years after the stockholder became an interested stockholder unless one of the following conditions is met: • Before the stockholder became an interested stockholder, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. • upon consummation of the transaction resulting in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of the corporation. The total number of shares outstanding is calculated when the transaction commenced (excluding certain shares owned by officers or directors or under employee stock plans). • At or after the time the business combination is approved by the board of directors, it is also approved at an annual or special meeting (not by written consent) by stockholders holding at least 66 2/3% of the outstanding voting stock of the corporation (not including stock held by the interested stockholder). These restrictions do not apply if the corporation’s original certificate of incorporation or an amendment to its certificate of incorporation or bylaws approved by a majority of the shares entitled to vote thereon contains a provision expressly electing not to be governed by these restrictions, or if the corporation does not have a class of stock (a) listed on a national securities exchange or (b) held of record by more than 2,000 stockholders unless any of the foregoing results from the actions of the interested shareholder. | | | of two-thirds of the voting shares, other than the shares owned by the interested shareholder. The transactions covered by the statute include, with certain exceptions: • mergers and consolidations to which the corporation and the interested shareholder are parties; • sales or other dispositions of substantial amounts of the corporation’s assets to the interested shareholder; • issuances by the corporation of substantial amounts of its securities to the interested shareholder; • the adoption of any plan for the liquidation or dissolution of the corporation proposed by or pursuant to an arrangement with the interested shareholder; • any reclassification of the corporation’s securities which has the effect of substantially increasing the percentage of the outstanding voting shares of the corporation beneficially owned by the interested shareholder; and • the receipt by the interested shareholder of certain loans or other financial assistance from the corporation. An interested shareholder is any person who is the beneficial owner of 10% or more of the outstanding voting stock of the corporation. The two-thirds approval requirement does not apply if, among other things: • the transaction has been approved by a majority of the corporation’s disinterested directors (as defined in the statute); • the interested shareholder has been the beneficial owner of at least 80% of the corporation’s outstanding voting shares for at least three years preceding the transaction; • the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares; • the corporation has not had more than 300 shareholders of record at any time during the preceding three years; or • certain fair price and procedural requirements are satisfied. | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
| | | A corporation may opt-out of the statute by stating in its articles of incorporation that it elects not to be governed by the affiliated transactions statute. The Florida Articles contain provisions that adopt substantially all of the protections of the affiliated transactions statute, except that the Florida Articles define an “interested shareholder” as any person who holds 15% or more of the outstanding voting stock of the corporation (rather than 10% as set forth in the statute). Given this modification to the statutory default, the Florida Articles contain a provision stating that the corporation elects not to be governed by the affiliated transactions statute. | |
7. Vote Required to Approve Merger or Sale of Company. The DGCL provides that a merger, consolidation or sale of all or substantially all of the assets of a corporation requires (a) approval by the board and (b) the affirmative vote of a majority of the outstanding stock of the corporation entitled to vote. Whether the holders of shares are entitled to vote on a merger is governed by the provisions of the certificate of incorporation setting forth the voting rights of the shares of stock, but a corporation may not deprive stockholders of the right to vote on a proposed sale of the corporation. The Delaware Certificate has no provision restricting the stockholders’ voting rights regarding the merger or sale of the company. | | | 7. Vote Required to Approve Merger or Sale of Company. The FBCA provides that a merger, consolidation or sale of all or substantially all of the assets of a corporation requires (a) approval by the board and (b) the affirmative vote of a majority of the outstanding stock of the corporation entitled to vote. The FCBA allows the board of directors or the articles of incorporation to establish a higher vote requirement. The Florida Articles have no provision restricting the shareholders’ voting rights regarding the merger or sale of the company. | |
8. Control Acquisition Statute. There is no control share acquisition statute under the DGCL. | | | 8. Control Acquisition Statute. The FBCA contains a control share acquisition statute which provides that a person who acquires shares in an issuing public corporation in excess of certain specified thresholds will generally not have any voting rights with respect to such shares unless such voting rights are approved by a majority of the shares entitled to vote, excluding interested shares. Control shares are shares which, except for the FBCA provision, would have voting power that, when added to all other shares owned by a person or in respect to which such person may exercise or direct the exercise of voting power, would entitle such person, immediately after acquisition of such shares, directly or indirectly, | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
| | | to exercise or direct the exercise of voting power in the election of directors within the thresholds specified in the FBCA. These thresholds are the acquisition of a number of shares representing: (a) 1/5th or more but less than 1/3rd of all voting power of the corporation; (b) 1/3rd or more but less than a majority of all voting power of the corporation or (c) a majority or more of all voting power of the corporation. This statute does not apply if, among other things, the acquisition is: (a) approved by the corporation’s board of directors before it occurs; (b) pursuant to a pledge or other security interest created in good faith and not for the purpose of circumventing the statute; (c) pursuant to the laws of interstate succession or pursuant to gift or testamentary transfer or (d) pursuant to a statutory merger or share exchange to which the corporation is a party. The statute also does not apply if the corporation states in its articles of incorporation or bylaws that the statute will not apply to control share acquisitions. The Florida Articles contain a provision stating that the corporation elects not to be governed by the control-share acquisition statute. | |
9. Stockholder Proposal Notice Provisions. The Delaware Bylaws require that stockholders provide any proposals for consideration at the annual stockholder meeting not later than the 90th day prior to the anniversary of the preceding year’s annual meeting. | | | 9. Shareholder Proposal Notice Provisions. The Florida Bylaws require that shareholders provide any proposals for consideration at the annual shareholder meeting not later than the 90th day prior to the anniversary of the preceding year’s annual meeting. | |
10. Change in Number of Directors or Size of Board of Directors. The DGCL provides that a board of directors must consist of 1 or more members, each of whom shall be a natural person. The number of directors shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate. The Delaware Bylaws provide that the number of directors of the Company which shall constitute the whole Board shall be a number, not less than four, as from time to time shall be fixed by the Board. | | | 10. Change in Number of Directors or Size of Board of Directors. Under the FBCA, a board of directors must consist of one or more individuals, with the number specified in accordance with the articles of incorporation or bylaws. The number of directors may be increased or decreased from time to time by amendment to the articles of incorporation or bylaws. The Florida Bylaws provide that the number of directors of the Company which shall constitute the whole Board shall be a number, not less than four, as from time to time shall be fixed by the Board. | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
11. Classified Board. Under the DGCL, the term of a director is one year unless the board is classified by having staggered terms. DGCL permits the certificate of incorporation, initial bylaws, or bylaws adopted by stockholders to divide the board into one, two, or three classes with staggered terms usually of three years each. There is no provision in the Delaware Articles or Bylaws establishing a classified board. | | | 11. Classified Board. Under the FBCA, the terms of directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered. If provided for by the articles of incorporation or a bylaw adopted by a vote of shareholders, the terms of directors may be staggered. The terms of directors are staggered by dividing into one, two or three classes with the number of directors in each class being as nearly equal as possible. There is no provision in the Florida Articles or Bylaws establishing a classified board. | |
12. Filling Vacancies on the Board. Under the DGCL, unless otherwise provided in the certificate of incorporation or bylaws, vacancies resulting from an increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, even if less than a quorum. If at the time of filling any vacancy or any newly created directorship, the directors then in office are less than a majority of the whole board, the Court of Chancery may, upon application of stockholders holding at least ten percent (10%) of the voting stock at the time outstanding having the right to vote for such directors, order an election to be held. The Delaware Bylaws provide that any vacancy in the Board caused by death, resignation, removal, disqualification, an increase in the number of directors, or any other cause may be filled by majority action of the remaining directors then in office or by the stockholders at the next annual meeting or any special meeting called for the purpose. | | | 12. Filling Vacancies on the Board. Under the FCBA, unless the articles of incorporation provide otherwise, vacancies that occur on a board of directors may be filled by the affirmative vote of a majority of the remaining directors, even if less than a quorum, or by the shareholders. The Florida Bylaws provide that any vacancy in the Board caused by death, resignation, removal, disqualification, an increase in the number of directors, or any other cause may be filled by majority action of the remaining directors then in office or by the stockholders at the next annual meeting or any special meeting called for the purpose. | |
13. Cumulative Voting/Vote Required to Elect Directors. The DGCL provides that the certificate of incorporation may provide for cumulative voting. Under the DGCL, directors shall be elected by a plurality of the votes cast by the stockholders entitled to vote at a stockholders’ meeting at which a quorum is present. The Delaware Certificate does not provide for cumulative voting. | | | 13. Cumulative Voting/Vote Required to Elect Directors. The FBCA provides that the articles of incorporation may provide for cumulative voting. Under the FCBA, directors shall be elected by a plurality of the votes cast by the shareholders entitled to vote at a shareholders’ meeting at which a quorum is present, unless otherwise provided by the articles of incorporation or in a bylaw that fixes a greater voting requirement for election of directors which has been adopted by the board of directors. | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
| | | The Florida Articles do not provide for cumulative voting. | |
14. Pre-Emptive Rights. The DGCL generally provides that shareholders of a Delaware corporation do not have a pre-emptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. The Delaware Certificate does not provide pre-emptive rights. | | | 14. Pre-Emptive Rights. The FBCA generally provides that shareholders of a Florida corporation do not have a pre-emptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide. The Florida Articles do not provide pre-emptive rights. | |
15. Franchise Tax. The DGCL requires corporations to pay an annual franchise tax. | | | 15. Franchise Tax. The FBCA does not require corporations to pay an annual franchise tax. | |
16. Dividends and Repurchase of Shares. The DGCL provides that, subject to any restrictions contained in its certificate of incorporation, a corporation may pay dividends either: (a) out of surplus or (b) if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or out of net profits for the preceding fiscal year. The corporation may not, however, pay dividends out of net profits if, after the payment of the dividends, the capital of the corporation would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of the assets. Under the DGCL, a corporation may redeem or repurchase its shares out of its surplus for such consideration as fixed by the board of directors. | | | 16. Dividends and Repurchase of Shares. Under the FBCA, a corporation may make distributions to shareholders (subject to any restrictions contained in the corporation’s articles of incorporation) as long as, after giving effect to the distribution: (a) the corporation will be able to pay its debts as they become due in the usual course of business and (b) the corporation’s total assets will not be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. A Florida corporation may purchase its own shares and, unless otherwise provided in the articles of incorporation, shares repurchased remain authorized but unissued. | |
17. Appraisal Rights. Under the DGCL, dissenting stockholders who follow prescribed statutory procedures in connection with a merger or consolidations (subject to restrictions similar to those provided by the FBCA) are entitled to appraisal rights in the case of a merger or consolidation of a corporation under limited circumstances. Under the DGCL, there are no appraisal rights in connection with sales of substantially all the assets of a corporation, reclassifications of stock or other amendments to the certificate of incorporation which adversely affect a class of stock. A corporation may provide in its certificate of incorporation that appraisal rights shall be | | | 17. Appraisal Rights. Under the FBCA, dissenting shareholders who follow prescribed statutory procedures are, in certain circumstances, entitled to appraisal rights in the case of: a merger or consolidation, a sale or exchange of all or substantially all the assets of a corporation, amendments to the articles of incorporation that adversely affect the rights or preferences of shareholders, consummation of a plan of share exchange if the shareholder is entitled to vote on the plan, and the approval of a control share acquisition pursuant to Florida law. Such rights are not provided when (a) such shareholders are shareholders of a corporation | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
available for the shares of any class or series of its stock as a result of an amendment to its certificate of incorporation, any merger or consolidation in which the corporation is a constituent corporation or the sale of all or substantially all of the assets of the corporation. Similar to the FCBA, dissenters’ rights do not apply to a stockholder of a corporation if the stockholders shares were (a) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Security Dealers, Inc. or (b) held of record by more than 2,000 stockholders. The Delaware Certificate does not provide for specific appraisal rights. | | | surviving a merger or consolidation where no vote of the shareholders is required for the merger or consolidation; or (b) shares of the corporation are listed on a national securities exchange, designated as a national market security by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 shareholders. The Florida Articles do not provide for specific appraisal rights. | |
18. Dissolution. Under the DGCL, dissolution of a corporation must be authorized by a majority of the board of directors and a majority of the stockholders of the corporation, or all the stockholders of the corporation entitled to vote. | | | 18. Dissolution. Under the FBCA, for a proposal to dissolve to be adopted, the board of directors must recommend dissolution to the shareholders, unless the board determines that it should not do so because of conflict of interest or other special circumstances and makes this determination known to the shareholders. The shareholders must then approve the dissolution by a majority of all votes entitled to be cast, unless otherwise provided in the articles of incorporation. Without action of the board of directors, shareholders may dissolve the corporation by written consent. | |
19. Removal of Directors. Under the DGCL, a director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. If the board is classified, stockholder may remove a director only for cause unless otherwise provided in the certificate of incorporation. The Delaware Bylaws provides that any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the issued and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose. | | | 19. Removal of Directors. The FBCA provides that shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that the directors may be removed only for cause. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him. The Florida Bylaws provide that any director may be removed, either with or without cause, at any time, by the affirmative vote of the holders of record of a majority of the issued | |
Provisions Applicable to Saga Delaware Under the DGCL, the Delaware Certificate and Delaware Bylaws Before the Reincorporation | | | Provisions Applicable to Saga Florida Under the FBCA, the Florida Articles and Florida Bylaws After the Reincorporation | |
| | | and outstanding stock entitled to vote for the election of directors of the Corporation given at a special meeting of the stockholders called and held for the purpose. | |
20. Proxy Voting. Under the DGCL, each stockholder entitled to vote at a meeting may authorize another person to act for the stockholder by proxy up to three (3) years from its date, unless the proxy provides for a longer period. | | | 20. Proxy Voting. Under the FBCA, each shareholder entitled to vote at a meeting may appoint another person to act for the shareholder by proxy up to eleven (11) months unless a longer period is expressly provided in the appointment. A corporation may adopt bylaws authorizing additional means or procedures for shareholders to use in exercising these rights. The Florida Bylaws do not authorize any additional means or procedures for shareholders to use in exercising these rights. | |
21. Quorum. Under the DGCL, the presence of the holders (in person or by proxy) of a majority of the voting power of the corporation constitutes a quorum. The Delaware Bylaws similarly provide that the holders of record of a majority of the issued and outstanding shares of stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. | | | 21. Quorum. While the FBCA permits Florida corporations to reduce its quorum threshold to no less than one-third of shares entitled to vote, the Florida Bylaws provide that the holders of record of a majority of the issued and outstanding shares of stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business.. | |
22. Indemnification. The DGCL provides that a corporation may indemnify any person who was or is a party to any proceeding by reason of the fact that he or she is or was a director or officer of a Delaware corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, so long as such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The Delaware Articles and Bylaws direct the corporation to indemnify directors and officers to the fullest extent permitted by Delaware law. | | | 22. Indemnification. The FBCA provides that a corporation may indemnify any person who was or is a party to any proceeding by reason of the fact that he or she is or was a director or officer of a Florida corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another entity, so long as such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful. The Florida Articles and Bylaws direct the corporation to indemnify directors and officers to the fullest extent permitted by Florida law. | |
In November 2018, we awarded our named executive officers 49,576 shares of restricted stock (which amount included 12,947 Class A Common Restricted Stock and 36,629 Class B Common Restricted Stock). In December 2019, we awarded our named executive officers 56,908 shares of restricted stock (which amount included 12,587 Class A Common Restricted Stock and 44,321 Class B Common Restricted Stock).
Inc.; Emmis Communications Corporation; Entercom Communications Corp.; Entravision Communications Corporation; The E.W. Scripps Company; Urban One, Inc.; Salem Media Group, Inc.; Townsquare Media, Inc.; Sirius XM Holdings Inc.; and Spanish Broadcasting System, Inc.
certainty to Mr. Christian as to the future management of the Company during the next important period of Company operations. In 2011, the Committee increased the CEO’s base salary to $860,000 per year from $750,000 per year. From this amount Mr. Christian agreed to a reduction in conformance with the reduction to salary taken by all of our employees, which reduction was reinstated for all employees, and Mr. Christian, in 2011 and 2012, as discussed in the next paragraph below. Under the 2011 employment agreement, beginning on June 1, 2012, on each anniversary of the 2011 employment agreement (the “anniversary date”), the Committee is determined, in its discretion, the amount of any increase to the CEO’s then existing annual salary provided that such increase would not be less than the greater of 3% or the cost of living increase based on the consumer price index. Accordingly, based on the consumer price index, the Committee increased the CEO’s 2012 base salary by 3.1% to $886,660 effective June 1, 2012, and then increased the CEO’s 2013 base salary by 3% to $913,260 effective June 1, 2013. Effective June 1, 2014, the Committee then increased the CEO’s 2014 base salary by 3% to $940,658. Pursuant to the 2011 employment agreement, and based on the consumer price index, the Committee then increased the CEO’s 2015 base salary by 3% to $968,877 effective June 1, 2015. Effective February 12,Upon the parties entering into the 2016 pursuant to the terms of the amended 2011 employment agreement,amendment, this term was modified so that, on each anniversary date, the Committee is to determine, in its discretion, the amount of any increase to the CEO’s then existing annual salary provided that such increase shall not be less than the greater of 4% or the cost of living increase based on the consumer price index. The Committee increased the CEO’s 2016 base salary by 4% to $1,007,632 effective June 1, 2016. Effective June 1, 2017, the Committee2016, increased the CEO’s 2017 base salary by 4% to $1,047,938.
$1,047,938, effective June 1, 2017, and increased the CEO’s 2018 base salary by 4% to $1,089,855, effective June 1, 2018. Effective June 1, 2019, the Committee increased the CEO’s 2019 base salary by 4% to $1,133,449.
In March 2017,2019, the Committee approved a broadcast cash flow (“BCF”) goal for the CEO with five different BCF targets of $40$37 million, $41$38 million, $42 million, $43$39 million, and $44$40 million, allowing for a possible award of $550,000, $650,000, $750,000, $850,000$700,000, $800,000, $900,000, and $950,000,$1,000,000, respectively, payable in cash and/or restricted stock if such targets were achieved. The Committee further determined, in the event of a sale or acquisition of broadcast assets during the fiscal year 2017,2019, the established BCF goals would be adjusted. The established BCF goals would be reduced by the total year’s budgetbudgeted BCF for the broadcast assets that were sold.sold during fiscal year 2019 on a pro-rata basis. Pro-rata BCF generated from broadcast assets acquired during fiscal year 20172019 would be added to adjust the BCF goals and included as part of the actual BCF generated by the Company during fiscal year 2017.goals. See “Grants of Plan-Based Awards.” TheFor fiscal year 2019, the Committee determined that the CEO achieved the $44$37 million target under the BCF performance goal as adjusted for the broadcast assets sold and acquired, and awarded the CEO an aggregate cash bonus of $950,000.$700,000. The BCF target levels are selected to reward improvements in BCF. It is believed that the initial target level will be achievable based on past performance, while the other targets will be more difficult to achieve.
achieve.
2013 and at the 2018 Annual Meeting of Stockholders.
applicable date. All such awards of restricted stock, however, shall vest if the named executive officer is an employee on the occurrence or deemed occurrence of a change-in-control.
allowances and medical reimbursements. In addition, the CEO receives personal use of our private airplane, personal tax consulting and tax return preparation fees, and country club dues. Perquisites are provided in order to provide a total compensation package which is competitive with the marketplace for executive officers. Under the amended 2011 employment agreement, if the CEO’s employment is terminated for any reason, other than “for cause,” we have agreed to continue to provide health insurance and medical reimbursement commensurate with all health insurance and medical reimbursement programs that are maintained by us for current employees to the CEO and his spouse, and to maintain in force all existing life insurance policies for a period of ten years.
2019.
2017
Name and Principal Position | | | Year | | | Salary(1) $ | | | Bonus(1) $ | | | Stock Awards(3) $ | | | Option Awards(4) $ | | | Non- Equity Incentive Plan Comp $ | | | All Other Compensation(5) $ | | | Total Compensation $ | | ||||||||||||||||||||||||
Edward K. Christian President and CEO | | | | | 2019 | | | | | $ | 1,114,168 | | | | | $ | —(2) | | | | | $ | 1,382,815 | | | | | $ | — | | | | | $ | 700,000(2) | | | | | $ | 180,650 | | | | | $ | 3,377,633 | | |
| | | 2018 | | | | | $ | 1,071,476 | | | | | $ | —(2) | | | | | $ | 1,365,163 | | | | | $ | — | | | | | $ | 800,000(2) | | | | | $ | 151,350 | | | | | $ | 3,387,989 | | | ||
| | | 2017 | | | | | $ | 1,030,420 | | | | | $ | —(2) | | | | | $ | 1,281,800 | | | | | $ | — | | | | | $ | 950,000(2) | | | | | $ | 121,163 | | | | | $ | 3,383,383 | | | ||
Samuel D. Bush, Senior Vice President and CFO | | | | | 2019 | | | | | $ | 350,000 | | | | | $ | 35,000 | | | | | $ | 139,994 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,197 | | | | | $ | 554,191 | | |
| | | 2018 | | | | | $ | 346,923 | | | | | $ | 35,000 | | | | | $ | 173,780 | | | | | $ | — | | | | | $ | — | | | | | $ | 29,552 | | | | | $ | 585,255 | | | ||
| | | 2017 | | | | | $ | 340,000 | | | | | $ | 35,000 | | | | | $ | 139,009 | | | | | $ | — | | | | | $ | — | | | | | $ | 25,731 | | | | | $ | 539,740 | | | ||
Marcia K. Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs | | | | | 2019 | | | | | $ | 215,000 | | | | | $ | 35,000 | | | | | $ | 86,005 | | | | | $ | — | | | | | $ | — | | | | | $ | 32,248 | | | | | $ | 368,253 | | |
| | | 2018 | | | | | $ | 211,923 | | | | | $ | 35,000 | | | | | $ | 118,323 | | | | | $ | — | | | | | $ | — | | | | | $ | 27,672 | | | | | $ | 392,918 | | | ||
| | | 2017 | | | | | $ | 205,000 | | | | | $ | 35,000 | | | | | $ | 83,980 | | | | | $ | — | | | | | $ | — | | | | | $ | 27,998 | | | | | $ | 351,978 | | | ||
Catherine A. Bobinski, Senior Vice President – Finance, Chief Accounting Officer and Corp. Controller | | | | | 2019 | | | | | $ | 200,000 | | | | | $ | 35,000 | | | | | $ | 79,997 | | | | | $ | — | | | | | $ | — | | | | | $ | 27,297 | | | | | $ | 342,294 | | |
| | | 2018 | | | | | $ | 193,846 | | | | | $ | 35,000 | | | | | $ | 112,173 | | | | | $ | — | | | | | $ | — | | | | | $ | 22,241 | | | | | $ | 363,260 | | | ||
| | | 2017 | | | | | $ | 180,000 | | | | | $ | 35,000 | | | | | $ | 73,593 | | | | | $ | — | | | | | $ | — | | | | | $ | 30,030 | | | | | $ | 318,623 | | | ||
Christopher S. Forgy,(6) Senior Vice President – Operations | | | | | 2019 | | | | | $ | 285,000 | | | | | $ | 35,000 | | | | | $ | 85,488 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,517 | | | | | $ | 424,005 | | |
| | | 2018 | | | | | $ | 263,365 | | | | | $ | 60,000 | | | | | $ | 58,514 | | | | | $ | — | | | | | $ | — | | | | | $ | 54,113 | | | | | $ | 435,992 | | | ||
| | | 2017 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Name and Principal Position | Year | Salary(1) $ | Bonus(1) $ | Stock Awards(3) $ | Option Awards(4) $ | Non-Equity Incentive Plan Comp $ | All Other Compensation(5) $ | Total Compensation $ | ||||||||||||||||||||||||
Edward K. Christian President and CEO | 2017 | $ | 1,030,420 | $ | — | (2) | $ | 1,281,800 | $ | — | $ | 950,000 | (2) | $ | 121,163 | $ | 3,383,383 | |||||||||||||||
2016 | $ | 990,938 | $ | — | (2) | $ | 1,229,288 | $ | — | $ | 850,000 | (2) | $ | 148,711 | $ | 3,218,937 | ||||||||||||||||
2015 | $ | 956,938 | $ | — | (2) | $ | 1,182,014 | $ | — | $ | 500,000 | (2) | $ | 134,947 | $ | 2,773,899 | ||||||||||||||||
Samuel D. Bush, Senior Vice President and CFO | 2017 | $ | 340,000 | $ | 35,000 | $ | 139,009 | $ | — | $ | — | $ | 25,731 | $ | 539,740 | |||||||||||||||||
2016 | $ | 340,000 | $ | 35,000 | $ | 135,983 | $ | — | $ | — | $ | 36,765 | $ | 547,748 | ||||||||||||||||||
2015 | $ | 335,769 | $ | 35,000 | $ | 135,985 | $ | — | $ | — | $ | 36,604 | $ | 543,358 | ||||||||||||||||||
Warren S. Lada, Chief Operating Officer | 2017 | $ | 380,000 | $ | 50,000 | $ | 154,700 | $ | — | $ | — | $ | 40,808 | $ | 625,508 | |||||||||||||||||
2016 | $ | 380,000 | $ | 50,000 | $ | 152,021 | $ | — | $ | — | $ | 43,533 | $ | 625,554 | ||||||||||||||||||
2015 | $ | 375,769 | $ | 50,000 | $ | 151,981 | $ | — | $ | — | $ | 36,626 | $ | 614,376 | ||||||||||||||||||
Marcia K. Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs | 2017 | $ | 205,000 | $ | 35,000 | $ | 83,980 | $ | — | $ | — | $ | 27,998 | $ | 351,978 | |||||||||||||||||
2016 | $ | 205,000 | $ | 35,000 | $ | 81,988 | $ | — | $ | — | $ | 47,068 | $ | 369,056 | ||||||||||||||||||
2015 | $ | 200,769 | $ | 35,000 | $ | 81,984 | $ | — | $ | — | $ | 44,069 | $ | 361,822 | ||||||||||||||||||
Catherine A. Bobinski, Senior Vice President – Finance, Chief Accounting Officer and Corp. Controller | 2017 | $ | 180,000 | $ | 35,000 | $ | 73,593 | $ | — | $ | — | $ | 30,030 | $ | 318,623 | |||||||||||||||||
2016 | $ | 180,000 | $ | 35,000 | $ | 71,977 | $ | — | $ | — | $ | 32,070 | $ | 319,047 | ||||||||||||||||||
2015 | $ | 173,654 | $ | 30,000 | $ | 72,002 | $ | — | $ | — | $ | 34,985 | $ | 310,641 |
20172019.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | |||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target 1 ($) | Target 2 ($) | Target 3 ($) | Maximum Awards ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value of Stock Awards ($) | ||||||||||||||||||||||||||||||
Edward K. Christian | March 28, 2017 | 550,000 | 650,000 | 750,000 | 850,000 | 950,000 | — | — | — | |||||||||||||||||||||||||||||||
December 6, 2017 | — | — | — | — | — | — | 29,000 | 29,000 | 1,281,800 | |||||||||||||||||||||||||||||||
Samuel D. Bush | December 6, 2017 | — | — | — | — | — | 3,145 | 3,145 | 139,009 | |||||||||||||||||||||||||||||||
Warren S. Lada | December 6, 2017 | — | — | — | — | — | 3,500 | 3,500 | 154,700 | |||||||||||||||||||||||||||||||
Marcia K. Lobaito | December 6, 2017 | — | — | — | — | — | 1,900 | 1,900 | 83,980 | |||||||||||||||||||||||||||||||
Catherine A. Bobinski | December 6, 2017 | — | — | — | — | — | 1,665 | 1,665 | 73,593 |
| | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | | | Grant Date | | | Threshold ($) | | | Target 1 ($) | | | Target 2 ($) | | | Target 3 ($) | | | Maximum Awards ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Grant Date Fair Value of Stock Awards ($) | | |||||||||||||||||||||||||||
Edward K. Christian | | | March 15, 2019 | | | | | 700,000 | | | | | | 800,000 | | | | | | 900,000 | | | | | | | | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | December 11, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,321 | | | | | | 44,321 | | | | | | 1,382,815 | | |
Samuel D. Bush | | | December 11, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,487 | | | | | | 4,487 | | | | | | 139,994 | | |
Marcia K. Lobaito | | | December 16, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,796 | | | | | | 2,796 | | | | | | 86,005 | | |
Catherine A. Bobinski | | | December 11, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,564 | | | | | | 2,564 | | | | | | 79,997 | | |
Christopher S. Forgy | | | December 11, 2019 | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,740 | | | | | | 2,740 | | | | | | 85,488 | | |
2019:
| | | Option Awards | | | Stock Awards(1) | | ||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | ||||||||||||||||||
Edward K. Christian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/06/2017 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 9,667 | | | | | $ | 293,877 | | |
3/13/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 24,419 | | | | | $ | 742,338 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 44,321 | | | | | $ | 1,347,358 | | |
Samuel D. Bush | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/06/2017 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,048 | | | | | $ | 31,859 | | |
3/13/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 257 | | | | | $ | 7,813 | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,571 | | | | | $ | 78,158 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 4,487 | | | | | $ | 136,405 | | |
Marcia K. Lobaito | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/06/2017 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 633 | | | | | $ | 19,243 | | |
3/13/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 257 | | | | | $ | 7,813 | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,579 | | | | | $ | 48,002 | | |
12/16/2019 | | | | | — | �� | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,796 | | | | | $ | 84,998 | | |
Catherine A. Bobinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/06/2017 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 555 | | | | | $ | 16,872 | | |
3/13/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 257 | | | | | $ | 7,813 | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,469 | | | | | $ | 44,658 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,564 | | | | | $ | 77,946 | | |
Christopher S. Forgy | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
12/06/2017 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 162 | | | | | $ | 4,925 | | |
3/13/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | $ | — | | |
11/28/2018 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 1,046 | | | | | $ | 31,798 | | |
12/11/2019 | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,740 | | | | | $ | 83,296 | | |
Option Awards | Stock Awards(1) | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | ||||||||||||||||||
Edward K. Christian | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 9,828 | $ | 397,543 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 16,862 | $ | 682,068 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 29,000 | $ | 1,173,050 | ||||||||||||||||
Samuel D. Bush | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 1,131 | $ | 45,749 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 1,865 | $ | 75,439 | ||||||||||||||||
12/06/2017 | $ | — | — | 3,145 | $ | 127,215 | ||||||||||||||||||
Warren S. Lada | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 1,264 | $ | 51,129 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 2,085 | $ | 84,338 | ||||||||||||||||
12/06/2017 | — | $ | — | — | 3,500 | $ | 141,575 | |||||||||||||||||
Marcia K. Lobaito | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 682 | $ | 27,587 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 1,124 | $ | 45,466 | ||||||||||||||||
12/06/2017 | $ | — | — | 1,900 | $ | 76,855 | ||||||||||||||||||
Catherine A. Bobinski | ||||||||||||||||||||||||
11/13/2015 | — | — | $ | — | — | 599 | $ | 24,230 | ||||||||||||||||
11/28/2016 | — | — | $ | — | — | 987 | $ | 39,924 | ||||||||||||||||
12/06/2017 | — | — | $ | — | — | 1,665 | $ | 67,349 |
20172019.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | | ||||||||||||
Edward K. Christian | | | | | — | | | | | | — | | | | | | 30,307 | | | | | $ | 917,999 | | |
Samuel D. Bush | | | | | — | | | | | | — | | | | | | 3,523 | | | | | $ | 106,712 | | |
Marcia K. Lobaito | | | | | — | | | | | | — | | | | | | 2,241 | | | | | $ | 67,880 | | |
Catherine A. Bobinski | | | | | — | | | | | | — | | | | | | 2,040 | | | | | $ | 61,792 | | |
Christopher S. Forgy | | | | | — | | | | | | — | | | | | | 891 | | | | | $ | 26,988 | | |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Edward K. Christian | 8,226 | $ | 188,211 | 28,298 | $ | 1,277,655 | ||||||||||
Samuel D. Bush | 4,610 | $ | 105,477 | 3,218 | $ | 145,293 | ||||||||||
Warren S. Lada | 4,610 | $ | 105,477 | 3,600 | $ | 162,540 | ||||||||||
Marcia K. Lobaito | 2,246 | $ | 51,388 | 2,080 | $ | 93,912 | ||||||||||
Catherine A. Bobinski | 2,157 | $ | 49,352 | 1,669 | $ | 75,355 |
Name | | | Executive Contributions in Last FY ($) | | | Registrant Contributions in Last FY ($) | | | Aggregate Earnings (Loss) in Last FY ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE ($) | | |||||||||||||||
Edward K. Christian | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 52,288 | | | | | $ | — | | | | | $ | 344,669 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | 31,847 | | | | | $ | — | | | | | $ | 430,109 | | |
Catherine A. Bobinski | | | | $ | 24,000 | | | | | $ | — | | | | | $ | 22,254 | | | | | $ | — | | | | | $ | 404,250 | | |
Christopher S. Forgy | | | | $ | 16,478 | | | | | $ | — | | | | | $ | 313 | | | | | $ | — | | | | | $ | 44,181 | | |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings (Loss) in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||
Edward K. Christian | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Samuel D. Bush | $ | 34,000 | $ | — | $ | 26,894 | $ | — | $ | 306,503 | ||||||||||
Warren S. Lada | $ | — | $ | — | $ | 87,177 | $ | — | $ | 682,352 | ||||||||||
Marcia K. Lobaito | $ | 32,500 | $ | — | $ | 13,245 | $ | — | $ | 372,221 | ||||||||||
Catherine A. Bobinski | $ | 21,500 | $ | — | $ | 8,305 | $ | — | $ | 339,085 |
Under the amended 2011 employment agreement, Mr. Christian is eligible to participate, in accordance with their terms, in all medical and health plans, life insurance, profit sharing, 401(k) Plan, pension, and such other employment benefits as are maintained by the Company or its affiliates for other key employees performing services. During the term of the employment agreement, the Company is required to maintain all existing policies of insurance on Mr. Christian’s life, including the existing split dollar policy. The Company is also required to pay for Mr. Christian to participate in an executive medical plan and to maintain its existing medical reimbursement policy. Under the amended 2011 employment agreement, Mr. Christian is also furnished with an automobile and other fringe benefits as have been afforded him in the past or as wereare consistent with his position. In addition, under the amended 2011 employment agreement, the Company has agreed to maintain an office for Mr. Christian in Sarasota County, Florida. The 2016 amendment increasesincreased the paid vacation time awarded to Mr. Christian on the anniversary date of the 2011 employment agreement. Under the terms of the 2011 employment agreement, Mr. Christian had been entitled to four weeks of paid vacation. The amended 2011 employment agreement entitles Mr. Christian to six weeks of paid vacation.
In addition, under
Change-in-Control | ||||||||||||||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary, Bonus & Tax Gross-Up(1) | Change in Control Agreements(2) | Split Dollar Premium(3) | Life Insurance Premium(4) | Health Insurance Premiums(5) | Medical Reimbursement(6) | Account Balance Non-Qualified Plan(7) | Restricted Stock(8) | CSV of Split Dollar Policy(9) | Accrued Vacation(10) | Total Change in Control Payments | ||||||||||||||||||||||||||||||||||
Edward K. Christian | $ | 9,427,780 | $ | — | $ | 500,000 | $ | 444,400 | $ | 77,000 | $ | 127,200 | $ | — | $ | 2,252,661 | $ | 747,113 | $ | 342,595 | $ | 13,918,749 | ||||||||||||||||||||||
Samuel D. Bush | $ | — | $ | 560,385 | $ | — | $ | — | $ | — | $ | — | $ | 306,503 | $ | 248,403 | $ | 180,544 | $ | — | $ | 1,295,835 | ||||||||||||||||||||||
Warren S. Lada | $ | — | $ | 642,885 | $ | — | $ | — | $ | — | $ | — | $ | 682,352 | $ | 277,042 | $ | 242,019 | $ | — | $ | 1,844,298 | ||||||||||||||||||||||
Marcia K. Lobaito | $ | — | $ | 357,885 | $ | — | $ | — | $ | — | $ | — | $ | 372,221 | $ | 149,908 | $ | 190,439 | $ | — | $ | 1,070,453 | ||||||||||||||||||||||
Catherine A. Bobinski | $ | — | $ | 316,827 | $ | — | $ | — | $ | — | $ | — | $ | 339,085 | $ | 131,503 | $ | 146,581 | $ | — | $ | 933,996 | ||||||||||||||||||||||
Total | $ | 9,427,780 | $ | 1,877,982 | $ | 500,000 | $ | 444,400 | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 3,059,517 | $ | 1,506,696 | $ | 342,595 | $ | 19,063,331 |
Retirement upon age 65 | ||||||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | CSV of Split Dollar Policy(4) | Accrued Vacation(5) | Total Retirement Payments | |||||||||||||||||||
Edward K. Christian | $ | 77,000 | $ | 127,200 | $ | — | $ | 747,113 | $ | 342,595 | $ | 1,293,908 | ||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 306,503 | $ | 180,544 | $ | — | $ | 487,047 | ||||||||||||
Warren S. Lada | $ | — | $ | — | $ | 682,352 | $ | 242,019 | $ | — | $ | 924,371 | ||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 372,221 | $ | 190,439 | $ | — | $ | 562,660 | ||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 339,085 | $ | 146,581 | $ | — | $ | 485,666 | ||||||||||||
Total | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 1,506,696 | $ | 342,595 | $ | 3,753,652 |
Change-in-Control | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary, Bonus & Tax Gross-Up(1) | | | Change in Control Agreements(2) | | | Split Dollar Premium(3)(10) | | | Life Insurance Premium(4) | | | Health Insurance Premiums(5) | | | Medical Reimburse- ment(6) | | | Account Balance Non-Qualified Plan(7) | | | Restricted Stock(8) | | | Stock Options | | | CSV of Split Dollar Policy(9) | | | Accrued Vacation(10) | | | Total Change in Control Payments | | ||||||||||||||||||||||||||||||||||||
Edward K. Christian | | | | $ | 9,669,824 | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | 540,000 | | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | — | | | | | $ | 2,383,573 | | | | | $ | — | | | | | $ | 848,776 | | | | | $ | 566,725 | | | | | $ | 14,735,498 | | |
Samuel D.Bush | | | | $ | — | | | | | $ | 570,962 | | | | | $ | — | �� | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | | | | $ | 254,235 | | | | | $ | — | | | | | $ | 204,877 | | | | | $ | — | | | | | $ | 1,374,743 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | 368,462 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | | | | $ | 160,056 | | | | | $ | — | | | | | $ | 225,915 | | | | | $ | — | | | | | $ | 1,184,542 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | 339,423 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | | | | $ | 147,288 | | | | | $ | — | | | | | $ | 178,875 | | | | | $ | — | | | | | $ | 1,069,836 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | 431,490 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | | | | $ | 120,019 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 595,690 | | |
Total | | | | $ | 9,669,824 | | | | | $ | 1,710,337 | | | | | $ | 500,000 | | | | | $ | 540,000 | | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | 1,223,209 | | | | | $ | 3,065,171 | | | | | $ | — | | | | | $ | 1,458,443 | | | | | $ | 566,725 | | | | | $ | 18,960,309 | | |
Retirement upon age 65 | | ||||||||||||||||||||||||||||||||||||||||||
| | | Health Insurance Premiums(1) | | | Medical Reimbursement(2) | | | Account Balance Non-Qualified Plan(3) | | | Stock Options | | | CSV of Split Dollar Policy(4) | | | Accrued Vacation(5) | | | Total Retirement Payments | | |||||||||||||||||||||
Edward K. Christian | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | — | | | | | $ | — | | | | | $ | 848,776 | | | | | $ | 566,725 | | | | | $ | 1,642,101 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | | | | $ | — | | | | | $ | 204,877 | | | | | $ | — | | | | | $ | 549,546 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | | | | $ | — | | | | | $ | 225,915 | | | | | $ | — | | | | | $ | 656,024 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | | | | $ | — | | | | | $ | 178,875 | | | | | $ | — | | | | | $ | 583,125 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | |
Total | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | 1,223,209 | | | | | $ | — | | | | | $ | 1,458,443 | | | | | $ | 566,725 | | | | | $ | 3,474,977 | | |
Termination other Than Retirement, Death or Disability | ||||||||||||||||||||
Health Insurance Premiums(1) | Medical Reimbursement(2) | Account Balance Non-Qualified Plan(3) | Accrued Vacation(4) | Total Termination Payments | ||||||||||||||||
Edward K. Christian | $ | 77,000 | $ | 127,200 | $ | — | $ | 342,595 | $ | 546,795 | ||||||||||
Samuel D. Bush | $ | — | $ | — | $ | 306,503 | $ | — | $ | 306,503 | ||||||||||
Warren S. Lada | $ | — | $ | — | $ | 682,352 | $ | — | $ | 682,352 | ||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | 372,221 | $ | — | $ | 372,221 | ||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | 339,085 | $ | — | $ | 339,085 | ||||||||||
Total | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 342,595 | $ | 2,246,956 |
Termination Due to Death | ||||||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | 150% of Account Balance Non Qualified Plan(4) | Restricted Stock(5) | Split Dollar Policy(6) | Accrued Vacation(7) | Total Termination Due to Death Payments | |||||||||||||||||||||||||
Edward K. Christian | $ | 1,047,938 | $ | 38,500 | $ | 63,600 | $ | — | $ | 2,252,661 | $ | 7,000,000 | $ | 342,595 | $ | 10,745,294 | ||||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 459,755 | $ | — | $ | 500,000 | $ | — | $ | 959,755 | ||||||||||||||||
Warren S. Lada | $ | — | $ | — | $ | — | $ | 928,586 | $ | — | $ | 500,000 | $ | — | $ | 1,428,586 | ||||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 552,518 | $ | — | $ | 250,000 | $ | — | $ | 802,518 | ||||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 508,628 | $ | — | $ | 250,000 | $ | — | $ | 758,628 | ||||||||||||||||
Total | $ | 1,047,938 | $ | 38,500 | $ | 63,600 | $ | 2,449,487 | $ | 2,252,661 | $ | 8,500,000 | $ | 342,595 | $ | 14,694,781 |
Termination other Than Retirement, Death or Disability | | ||||||||||||||||||||||||||||||||||||
| | | Health Insurance Premiums(1) | | | Medical Reimbursement(2) | | | Account Balance Non-Qualified Plan(3) | | | Stock Options | | | Accrued Vacation(4) | | | Total Termination Payments | | ||||||||||||||||||
Edward K. Christian | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | — | | | | | $ | — | | | | | $ | 566,725 | | | | | $ | 793,325 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | |
Total | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | 1,223,209 | | | | | $ | — | | | | | $ | 566,725 | | | | | $ | 2,016,534 | | |
Termination Due to Death | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary & Bonus(1) | | | Health Insurance Premiums(2) | | | Medical Reimbursement(3) | | | 150% of Account Balance Non Qualified Plan(4) | | | Restricted Stock(5) | | | Stock Options | | | Split Dollar Policy(6) | | | Accrued Vacation(7) | | | Total Termination Due to Death Payments | | |||||||||||||||||||||||||||
Edward K. Christian | | | | $ | 1,133,449 | | | | | $ | 42,000 | | | | | $ | 71,300 | | | | �� | $ | — | | | | | $ | 2,383,573 | | | | | $ | — | | | | | $ | 7,000,000 | | | | | $ | 566,725 | | | | | $ | 11,197,047 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 517,004 | | | | | $ | — | | | | | $ | — | | | | | $ | 500,000 | | | | | $ | — | | | | | $ | 1,017,004 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 612,296 | | | | | $ | — | | | | | $ | — | | | | | $ | 250,000 | | | | | $ | — | | | | | $ | 862,296 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 606,375 | | | | | $ | — | | | | | $ | — | | | | | $ | 250,000 | | | | | $ | — | | | | | $ | 856,375 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 66,272 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 66,272 | | |
Total | | | | $ | 1,133,449 | | | | | $ | 42,000 | | | | | $ | 71,300 | | | | | $ | 1,801,946 | | | | | $ | 2,383,573 | | | | | $ | — | | | | | $ | 8,000,000 | | | | | $ | 566,725 | | | | | $ | 13,998,993 | | |
Termination Due to Disability | ||||||||||||||||||||||||||||
CEO Employment Agreement Salary & Bonus(1) | Health Insurance Premiums(2) | Medical Reimbursement(3) | Account Balance Non-Qualified Plan(4) | Restricted Stock(5) | Accrued Vacation(6) | Total Disability Payments | ||||||||||||||||||||||
Edward K. Christian | $ | 2,095,876 | $ | 77,000 | $ | 127,200 | $ | — | $ | 2,252,661 | $ | 342,595 | $ | 4,895,332 | ||||||||||||||
Samuel D. Bush | $ | — | $ | — | $ | — | $ | 306,503 | $ | — | $ | — | $ | 306,503 | ||||||||||||||
Warren S. Lada | $ | — | $ | — | $ | — | $ | 682,352 | $ | — | $ | — | $ | 682,352 | ||||||||||||||
Marcia K. Lobaito | $ | — | $ | — | $ | — | $ | 372,221 | $ | — | $ | — | $ | 372,221 | ||||||||||||||
Catherine A. Bobinski | $ | — | $ | — | $ | — | $ | 339,085 | $ | — | $ | — | $ | 339,085 | ||||||||||||||
Total | $ | 2,095,876 | $ | 77,000 | $ | 127,200 | $ | 1,700,161 | $ | 2,252,661 | $ | 342,595 | $ | 6,595,493 |
Termination Due to Disability | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | CEO Employment Agreement Salary & Bonus(1) | | | Health Insurance Premiums(2) | | | Medical Reimbursement(3) | | | Account Balance Non-Qualified Plan(4) | | | Restricted Stock(5) | | | Stock Options | | | Accrued Vacation(6) | | | Total Disability Payments | | ||||||||||||||||||||||||
Edward K. Christian | | | | $ | 2,266,898 | | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | — | | | | | $ | 2,383,573 | | | | | $ | — | | | | | $ | 566,725 | | | | | $ | 5,443,796 | | |
Samuel D. Bush | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 344,669 | | |
Marcia K. Lobaito | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 430,109 | | |
Catherine A. Bobinski | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 404,250 | | |
Christopher S. Forgy | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 44,181 | | |
Total | | | | $ | 2,266,898 | | | | | $ | 84,000 | | | | | $ | 142,600 | | | | | $ | 1,223,209 | | | | | $ | 2,383,573 | | | | | $ | — | | | | | $ | 566,725 | | | | | $ | 6,667,005 | | |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) | | ||||||||||||
Clarke R. Brown, Jr. | | | | $ | 34,000 | | | | | $ | 17,004 | | | | | $ | — | | | | | $ | 51,004 | | |
Timothy J. Clarke(2) | | | | $ | 43,500 | | | | | $ | 21,746 | | | | | $ | — | | | | | $ | 65,246 | | |
Roy F. Coppedge III | | | | $ | 34,000 | | | | | $ | 17,004 | | | | | $ | — | | | | | $ | 51,004 | | |
G. Dean Pearce | | | | $ | 34,000 | | | | | $ | 17,004 | | | | | $ | — | | | | | $ | 51,004 | | |
Gary G. Stevens(3) | | | | $ | 68,500 | | | | | $ | 34,258 | | | | | $ | 63,509(4) | | | | | $ | 166,267 | | |
Warren S. Lada | | | | $ | 34,000 | | | | | $ | 17,004 | | | | | $ | 12,458(4) | | | | | $ | 63,462 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||||||||
Clarke R. Brown, Jr. | $ | 34,000 | $ | 17,238 | $ | — | $ | 51,238 | ||||||||
Timothy J. Clarke(2) | $ | 40,195 | $ | 17,680 | $ | — | $ | 57,875 | ||||||||
Roy F. Coppedge III | $ | 34,000 | $ | 17,238 | $ | — | $ | 51,238 | ||||||||
G. Dean Pearce | $ | 22,170 | $ | 6,851 | $ | — | $ | 29,021 | ||||||||
David B. Stephens(3) | $ | 15,135 | $ | — | $ | — | $ | 15,135 | ||||||||
Gary G. Stevens(5) | $ | 68,500 | $ | 34,918 | $ | 11,003 | (4) | $ | 114,421 |
Prior to September 1, 2017, Surtsey Media, LLC (“Surtsey Media”) owned the assets of television station KVCT in Victoria, Texas. Surtsey Media is a multi-media company 100%-owned by the daughter of Mr. Christian, our President, Chief Executive Officer and Chairman, through her ownership of Surtsey Productions, Inc. (“Surtsey Productions”), the parent of Surtsey Media. We operated KVCT under a Time Brokerage Agreement (“TBA”) with Surtsey Media which we entered into in May 1999. Under the FCC’s ownership rules, we were prohibited from owning or having an attributable or cognizable interest in this station. In January 2012, the TBA was amended. Pursuant to the amendment, (i) the term was extended nine years commencing from June 1, 2013, with rights to extend for two additional eight year terms, (ii) we paid Surtsey Media an extension fee of $27,950 upon execution of the amendment, (iii) the monthly fees payable to Surtsey Media were increased for each extension period, and (iv) we had an exclusive, assignable, option (the “KVCT Option”), while the TBA was in effect, to purchase all of the assets of station KVCT, subject to certain conditions, based on a formula. Under the amended TBA, during the first eight months of 2017, and during 2016 and 2015 we paid Surtsey Media fees of approximately $3,800, $3,900 and $3,800 per month, respectively, plus accounting fees and reimbursement of expenses actually incurred in operating the station. On May 9, 2017, as previously disclosed in our Form 8-K filed with the SEC on May 10, 2017, we assigned the KVCT Option to affiliates of SagamoreHill Midwest, LLC (collectively, the “Option Assignee”). Following this assignment, the Option Assignee exercised the KVCT Option and entered into an asset purchase agreement with Surtsey Media (the “SagamoreHill Purchase Agreement”). We guaranteed the performance of Surtsey Media’s obligations under the SagamoreHill Purchase Agreement to the Option Assignee. Effective September 1, 2017, the Option Assignee completed the purchase of the assets of KVCT from Surtsey Media (the “Television Sale”), at which time the TBA was terminated.
In March 2003, we entered into an agreement of understanding with Surtsey Media whereby we guaranteed up to $1,250,000 of the debt incurred by Surtsey Media in closing the acquisition of a construction permit for KFJX-TV station in Pittsburg, Kansas, a full power Fox affiliate serving Joplin, Missouri. In consideration for the guarantee, Surtsey Media entered into various agreements with us relating to the station, including a Shared Services Agreement, Technical Services Agreement, and Agreement for the Sale of Commercial Time and Broker Agreement (the “Station Agreements”). The station went on the air for the first time on October 18, 2003. Under the FCC’s ownership rules we were prohibited from owning or having an attributable or cognizable interest in this station. In January 2012, the Station Agreements were amended. Pursuant to the amendment, (i) the Broker Agreement and the Technical Services Agreement were terminated, (ii) the terms of the continuing Station Agreements were extended nine years commencing from June 1, 2013, with rights to extend for two additional eight year terms, (iii) we paid Surtsey Media $37,050 upon execution of the amendment, (iv) the monthly fees payable to Surtsey Media were increased for each extension period, and (v) we had an exclusive, assignable, option (“the “KFJX Option”), while the Agreement for the Sale of Commercial Time and Shared Services Agreement were in effect, to purchase all of the assets of Station KFJX subject to certain conditions, based on a formula, together with a payment of $1.2 million. Under the amended Station Agreements, during the first eight months of 2017, and during 2016 and 2015 we paid fees of approximately $5,200, $5,100 and $5,000 per month, respectively, plus accounting fees and reimbursement of expenses actually incurred in operating the station. We generally prepaid Surtsey quarterly for its estimated expenses. As part of the Television Sale, on May 9, 2017, we assigned the KFJX Option to the Option Assignee. Following this assignment, the Option Assignee exercised the KFJX Option and entered into the SagamoreHill Purchase Agreement. We guaranteed the performance of Surtsey Media’s obligations under the
SagamoreHill Purchase Agreement to the Option Assignee. As part of the completion of the Television Sale, the debt we guaranteed was paid in full and the amended Station Agreements were terminated.
Surtsey Productions leases office space in a building owned by us, and paid us rent of $3,000, $6,000, and $6,000 during the first eight months of the year ended December 31, 2017 prior to the Television Sale and the years ended December 31, 2016 and 2015, respectively.
Effective September 1, 2017, Saga Quad States, our fully owned subsidiary, completed the acquisition from Apex Media Corporation, a South Carolina corporation (“AMC”), and Pearce Development, LLC f/k/a Apex Real Property, LLC, a South Carolina limited liability company (“ARP” and together with AMC, “Seller”), of substantially all of Seller’s assets related to the operation of certain radio and translator stations. The terms and closing conditions for the transaction are set forth in the Asset Purchase Agreement dated May 9, 2017 (the “Apex Agreement”) by and among Seller, Saga Quad States, and, solely in his role as guarantor under the Apex Agreement, G. Dean Pearce. This acquisition was previously disclosed in our Form 8-K filed on May 10, 2017. Mr. Pearce is President of AMC and ARP, and currently serves on our Board of Directors. The purchase price under the Apex Agreement was $23,000,000.00, subject to certain purchase price adjustments, payable in cash. The purchase price was determined through arm’s-length negotiations, and was approved by our Board, and Finance and Audit Committee, in accordance with the requirements of our Corporate Governance Guidelines for the review of related party transactions. In connection with this transaction, we received 500 hours of service from New Pointe Systems, a subsidiary of Pearce Development, and agreed to provide 1,000 thirty second spots of airtime to Pearce Development. As of December 31,In 2017, we had used approximately 400 hours of service from New Pointe Systems, leaving us with approximatelyand used the remaining 100 hours remaining, and had approximatelyin 2018. Of the 1,000 thirty second spots of airtime leftwe agreed to provide to Pearce Development.Development, zero spots were provided in 2017 and 2018, and 2019. During 2017,2019, we also paid approximately $3,300$4,400 of rent per month to Pearce Development for our Hilton Head studio and office space, beginning September 1, 2017.
2019.
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2.Capitalized Terms. Capitalized terms used but not defined in this Amendmentphrases shall have the meaning ascribedset forth below, unless the context plainly requires a different meaning:
3.Extended Date. Section 7.8(a)Compensation Committee, and with respect to the administration of the Plan, whose members shall satisfy the definition of “outside directors” as identified in Code Section 162(m)(4)(C) and as defined in Treasury Regulation §1 62-27(e)(3).
(a) the Administrator may deem necessary for the administration of the Plan, and to exercise any other rights, powers or privileges granted to the Administrator by the terms of the Plan.
4.Authorized Shares.is an infant or if the Committee determines that any person to whom such benefit is payable is incompetent by reason of physical or mental disability, the Committee may cause the payments becoming due to such person to be made to another for his benefit. Payments made pursuant to this Section 1.5shall, as to such payment, operate as a complete discharge of the Plan, the Company, the Board and the Committee.
1.5
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5.Ratification. ExceptSecurities Exchange Act of 1934, as expressly amended by this Amendment,(including such person’s written consent to being named in the Plan remains in full forceproxy statement as a nominee and effectto serving as a director if elected); and is ratified, confirmed(ii) as to the shareholder giving the notice: (x) the name and restated.
ENVELOPE. qProxy — SAGA COMMUNICATIONS, INC.+Annual Meeting of Stockholders – May 14, 2018 THIS11, 2020THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY TheCOMPANYThe undersigned hereby appoints Edward K. Christian, Samuel D. Bush and Marcia K. Lobaito, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Saga Communications, Inc. Class A Common Stock, $.01 par value, which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Stockholders of the Company to be held at the Company’s corporate offices, 73Corporate Offices,73 Kercheval Avenue, Grosse Pointe Farms, Michigan on May 14, 201811, 2020 at 9:10:00 a.m. Eastern Daylight Time or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. THISMeeting.THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” EACH OF THE NOMINEES LISTED IN PROPOSAL 1 AND1; “FOR” PROPOSALS 2, 3, 4 AND 3.5; AND “AGAINST” PROPOSAL 6.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Continued and to be marked, dated and signed, on the other side) ProxyC Non-Voting ItemsChange of Address — SAGA COMMUNICATIONS, INC. Important Notice RegardingPlease print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the Internet Availability of Proxy Materials forright if you plan to attend the Annual Meeting of Stockholders to Be Held on May 14, 2018. The Proxy Statement and the 2017 Annual Report to Shareholders are available at: www.edocumentview.com/SGA. qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.Meeting.+