SAGA COMMUNICATIONS INC
For the period ended Jun 1, 2026. Filed Apr 20, 2026.
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Jun 1, 2026 · Filed Apr 20, 2026
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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SAGA COMMUNICATIONS, INC.
(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. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 1, 2026
Dear Shareholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Saga Communications, Inc. (the “Company”). The Annual Meeting will be held on Monday, June 1, 2026, at 10:00 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/SGA2026 and entering the 16-digit control number included in our Notice of Internet Availability of the proxy materials (the “Internet Availability Notice”), 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 director nominees named in this proxy statement to serve until the Company’s 2027 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, 2026; |
| (3) | To approve by a non-binding vote on the compensation of the Company’s named executive officers (the “Say On Pay” vote) as described herein; and |
| (4) | 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 April 6, 2026 will be entitled to notice of and to vote at this Annual Meeting.
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to deliver our proxy materials to the majority of our shareholders over the Internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 20, 2026, we began sending to our shareholders the Internet Availability Notice containing instructions on how to access our proxy statement for our 2026 Annual Meeting of Shareholders and our 2025 Annual Report. The Internet Availability Notice also provides instructions on how to vote online or by telephone, how to access the virtual annual meeting and how to receive a paper copy of the proxy materials by mail.
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 20, 2026
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 participate in the virtual Annual Meeting and vote online during the Annual Meeting, the proxy will not be used.
This proxy statement and our 2025 Annual Report are available at: www.proxyvote.com.
Proxy Statement
For the 2026 Annual Meeting of
Shareholders to Be Held on June 1, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.