SAGA COMMUNICATIONS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under § 240.14a-12

​

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

73 Kercheval Avenue

Grosse Pointe Farms, Michigan 48236

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 2, 2025

Dear Shareholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Saga Communications, Inc. (the “Company”). The Annual Meeting will be held on Friday, May 2, 2025, at 11:00 a.m. Eastern Daylight Time. The Annual Meeting will be a completely “virtual meeting” of shareholders. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/SGA2025 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

The Annual Meeting is being held for the purpose of considering and voting on the following matters:

(1)

To elect the seven (7) director nominees named in this proxy statement to serve until the Company’s 2026 annual meeting of shareholders or until their respective successors are elected and qualified;

​

(2)

To ratify the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

​

(3)

To re-approve the material terms of the Company’s Chief Executive Officer Annual Incentive Plan;

​

(4)

To approve by a non-advisory vote the compensation of the Company’s named executive officers (“say-on-pay vote”) as described herein; and

​

(5)

To transact any other business properly coming before the Annual Meeting and any adjournments or postponements thereof.

​

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

All shareholders of record at the close of business on March 14, 2025 will be entitled to notice of and to vote at this Annual Meeting. The accompanying proxy statement and proxy card for the Annual Meeting are being mailed to shareholders commencing on or about April 9, 2025.

A representative of Broadridge Financial Solutions, Inc. will act as the inspector of election and will tabluate votes at the Annual Meeting.

Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, you are encouraged to vote your shares as soon as possible to ensure that your shares are represented at the meeting. Please cast your vote in advance of the Annual Meeting by voting over the Internet (www.proxyvote.com) or by telephone (1-800-690-6903) or by signing, dating and returning the enclosed proxy card using the envelope provided. No postage is required if the envelope is mailed in the United States. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you also help us protect the environment, and reduce postage, printing and proxy tabulation costs. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to the Annual Meeting as described in the accompanying proxy statement.

By Order of the Board of Directors,

KATHERINE L. SEMIVAN

Corporate Secretary

Grosse Pointe Farms, Michigan

Dated: April 9, 2025

YOUR VOTE IS IMPORTANT.

Please complete, sign and date the enclosed proxy card and mail it as promptly as possible. You may also vote by phone (1-800-690-6903) or over the Internet (www.proxyvote.com). If you particpate in the virtual Annual Meeting and vote online during the Annual Meeting, the proxy will not be used.

This proxy statement and our 2024 Annual Report are available at: www.proxyvote.com.