ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Resignation of Mr. Jonathan Venverloh from the Board
On September 11, 2019, Jonathan Venverloh, a member of the Board of Directors (“Board”) of Salem Media Group, Inc. (the “Company”), notified the Company of his immediate desire to resign from the Board and the Company’s Nominating and Corporate Governance Committee and Compensation Committee. Mr. Venverloh’s decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. A copy of Mr. Venverloh’s resignatione-mail is attached as Exhibit 99.1 to this Current Report on Form8-K. Mr. Venverloh has served as a director of the Company since September 2011.
Resignation of Mr. James Keet Lewis from the Board
On September 11, 2019, James Keet Lewis, a member of the Board, notified the Company of his immediate desire to resign from the Board and the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. Mr. Lewis’ decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. A copy of Mr. Lewis’ resignatione-mail is attached as Exhibit 99.2 to this Current Report on Form8-K. Mr. Lewis has served as a director of the Company since May 2014.
Resignation of Mr. Edward C. Atsinger from the Board
On September 11, 2019, Edward C. Atsinger, a member of the Board, notified the Company of his immediate desire to resign from the Board. Mr. Atsinger’s decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. A copy of Mr. Atsinger’s resignatione-mail is attached as Exhibit 99.3 to this Current Report on Form8-K. Mr. Atsinger has served as a director of the Company since May 2016.
Resignation of Mr. Stuart W. Epperson, Jr. from the Board
On September 11, 2019, Stuart W. Epperson, Jr., a member of the Board, notified the Company of his immediate desire to resign from the Board. Mr. Epperson’s decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. A copy of Mr. Epperson’s resignatione-mail is attached as Exhibit 99.4 to this Current Report on Form8-K. Mr. Epperson has served as a director of the Company since May 2016.
A copy of the press release announcing these changes to the Company’s Board is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On September 11, 2019, after the resignations of Messrs. Venverloh, Lewis, Atsinger, and Epperson, the Board amended and restated the Company’s Bylaws effective immediately. The third amended and restated Bylaws were approved by the Board to change the number of board of directors to not less than three (3) nor more than nine (9) members. The text of Section 3.2 of Article III of the Company’s Bylaws, as amended, reads as follows:
“The board of directors shall consist of not less than three (3) nor more than nine (9) members, with the exact number within that range to be set from time to time exclusively by resolution of the board of directors.”
