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SALEM MEDIA GROUP, INC.

(SALM)
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SALEM MEDIA GROUP, INC. /DE/ : Changes in Registrant's Certifying Accountant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/11/2021 | 01:27pm EDT

Item 4.01 Changes in Registrant's Certifying Accountant

(a) Dismissal of Independent Registered Public Accounting Firm

On May 6, 2021, Salem Media Group, Inc. ("Salem" or the "Company"), upon the approval of the Audit Committee of Salem's Board of Directors (the "Audit Committee"), dismissed Crowe LLP ("Crowe") as its independent registered public accounting firm effective as of that date.

The reports of Crowe on Salem's consolidated financial statements for the two fiscal years ended December 31, 2020 and December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and they were not qualified or modified as to uncertainty, audit scope, or accounting principle, other than an explanatory paragraph regarding the adoption of Accounting Standards Codification No. 842 Leases included in the opinion for the fiscal year ended December 31, 2019. During the fiscal years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through May 6, 2021, there were (a) no disagreements (as that term is described in Item 304(a)(1)(iv) of Regulation S-K) with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Crowe, would have caused Crowe to make reference to the subject matter of the disagreements in its reports on the consolidated financial statements for such years, and (b) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

Salem has provided Crowe with a copy of the foregoing disclosures and has requested that Crowe furnish Salem with a letter addressed to the Securities and Exchange Commission (the "SEC") stating whether or not it agrees with the statements made herein. A copy of Crowe's letter to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Engagement of New Independent Registered Public Accounting Firm

On May 6, 2021, the Audit Committee appointed Moss Adams LLP ("Moss Adams") to serve as Salem's independent registered public accounting firm for Salem's fiscal year ending December 31, 2021. During the fiscal years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through May 6, 2021, neither Salem nor anyone on its behalf consulted with Moss Adams regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

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Item 5.07 Submission of Matters to a Vote of Security Holders

Salem held its 2021 Annual Meeting of Stockholders on May 5, 2021. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal # 1 - Election of Directors:

Each of the five (5) nominees for directors was elected to serve a one (1) year term expiring at the Company's 2022 Annual Meeting of Stockholders or until his or her successor is elected and qualified.




Name              Class A       Class B     Total Votes      Votes        Abstain     Broker Non-
                 Votes For    Votes For*        For         Against                      Votes
Mr. Stuart W.    11,385,918   55,536,960    66,922,878      143,383       29,845       5,581,684
Epperson
Mr. Edward G.    11,439,075   55,536,960    66,979,035      88,801        31,270       5,581,684
Atsinger III
Mr. Richard A.   11,272,136       N/A       11,272,136      257,846       29,164       5,581,684
Riddle
Mr. Eric H.      11,308,472       N/A       11,308,472      222,095       28,579       5,581,684
Halvorson
Ms. Heather W.   11,344,995   55,536,960    66,881,955      190,826       23,325       5,581,684
Grizzle


*Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes).

Mr. Richard A. Riddle and Mr. Eric H. Halvorson were nominated by the Board of Directors as 'independent directors' for whom the holders of Class A common stock are entitled to vote as a class, exclusive of the holders of Class B common stock.

Each of the other three (3) nominees were elected by the holders of Class A and Class B common stock voting as a single class, with each share of Class A common stock entitled to one (1) vote per share and each share of Class B common stock entitled to ten (10) votes per share.

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Proposal # 2 - Proposal to ratify the appointment of Crowe LLP as the Company's independent registered public accounting firm:

The proposal to ratify the appointment of Crowe LLP as the Company's independent registered public account firm was approved.



For:                72,486,443*
Against:                 90,851
Abstain:                100,496
Broker Non-Votes:             0

*Each share of Class B common stock is entitled to ten (10) votes per share. The numbers reflected in the "For" column of the table above represent the total voting power of the Class B shares (i.e. each share entitled to ten (10) votes). No Class B shares were voted against the proposal or abstained from the vote.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished with this report on Form 8-K:




Exhibit No.       Description
16.1                Letter from Crowe LLP to the United States Securities and
                  Exchange Commission dated May 11, 2021.

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© Edgar Online, source Glimpses

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