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SGA > SEC Filings for SGA > Form 8-K on 18-Dec-2013All Recent SEC Filings

Show all filings for SAGA COMMUNICATIONS INC



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of Directors:
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2013, the Board of Directors, in accordance with Saga's bylaws, increased the size of the Board from six to seven directors, and appointed Timothy J. Clarke to the Board, to hold office until the 2014 Annual Meeting of Stockholders and until his successor is elected and qualified. Mr. Clarke was also appointed to serve as a member of the Finance and Audit Committee of the Board.

Mr. Clarke, age 69, was the President and owner of Clarke Advertising & Public Relations, Inc., a full service advertising and public relations agency, from 1987 to 2005, at which time its business was sold. Mr. Clarke currently remains the President and owner of the company, renamed Clarke Company, pursuant to which Mr. Clarke, the sole employee, provides consulting services. Mr. Clarke currently serves on the board of directors of Tervis Tumbler Company ("Tervis Tumbler"), a private drinkware company (since 2003). Mr. Clarke has served as the Chairman of the audit committee of Tervis Tumbler since 2011. Mr. Clarke is also a member of the board of directors of Insignia Bank, a Florida-based community bank. Previously, from 2005 to 2012, Mr. Clarke was a member of the board of directors of FCCI Mutual Insurance Holding Company, a private insurance company, and a member of its audit committee from 2007 to 2012.

Mr. Clarke will be compensated under Saga's standard compensation arrangement for non-employee directors as described in Saga's most recent proxy statement. In addition, Mr. Clarke, as a non-employee director, is eligible, as a participant in Saga's Second Amended and Restated 2005 Incentive Compensation Plan (the "Plan"), to receive grants of awards, as determined in the discretion of Saga's Compensation Committee, pursuant to the terms of the Plan.

There are no arrangements between Mr. Clarke and any other persons pursuant to which he was selected as a director of Saga, and Mr. Clarke does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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