Saga Communications (SGA) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 2, 2025, to elect seven directors, ratify the appointment of Crowe LLP as auditor, re-approve the CEO Annual Incentive Plan, and hold a say-on-pay vote for executive compensation.

• Shareholders of record as of March 14, 2025, are entitled to vote, with each share of Class A Common Stock carrying one vote.

• Voting can be done online, by phone, or by mail, and proxies may be revoked prior to the meeting.

Voting matters and shareholder proposals

• Proposals include electing seven directors, ratifying Crowe LLP as auditor, re-approving the CEO Annual Incentive Plan, and an advisory say-on-pay vote.

• Shareholder proposals for the 2026 meeting must be received by December 11, 2025, for inclusion in the proxy statement.

• Shareholders can nominate directors and submit proposals according to bylaw procedures.

Board of directors and corporate governance

• The board consists of seven members, with a majority being independent under NASDAQ rules.

• Committees include Finance and Audit, Compensation, Nominating and Corporate Governance, and a Cybersecurity Subcommittee.

• The board held 10 meetings in 2024, and all directors attended at least 80% of meetings.

• The chairman and CEO roles are separated to enhance independent oversight.

• The board regularly reviews governance guidelines, last updated June 21, 2023.