UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 6, 2006
SALEM COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
![[form8kredirectorcompensat001.jpg]](form8kredirectorcompensat001.jpg)
Delaware |
| 000-26497 |
| 77-0121400 | ||
(State or Other Jurisdiction of Incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) | ||
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4880 Santa Rosa Road, Camarillo, California |
| 93012 | ||||
(Address of Principal Executive Offices) |
| (Zip Code) | ||||
Registrant’s telephone number, including area code: (805) 987-0400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SIGNATURE
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Director Compensation
On September 6, 2006, the Board of Directors (the “Board”) of Salem Communications Corporation (the “Company”) authorized an annual retainer and fees payable to the following designated members of the Board: David Davenport, Eric H. Halvorson, Roland S. Hinz, Paul Pressler, Richard A. Riddle and Dennis M. Weinberg (“Designated Directors”). The Compensation Committee of the Board recommended this compensation to the Board after a review of director compensation at comparable corporations made by the Company’s management.
The cash compensation payable to the Designated Directors shall be effective as of the quarter beginning on October 1, 2006 as follows:
COMPENSATION | AMOUNT | PAYABLE TO | PAYABLE |
Annual Retainer | $25,000 | Designated Directors | Quarterly |
Attendance Fee (Full Company Board) | $2,500 | Designated Directors | Per Regularly Scheduled Company Board Meeting |
Attendance Fee (Board Committee) | $1,000 | Designated Director Committee Members | Per Regularly Scheduled Committee Meeting |
Chairperson Fee (Audit and Compensation Committees) | $1,500 | Chairperson of Audit and Compensation Committees | Per Regularly Scheduled Committee Meeting |
Chairperson Fee (Nominating and Corporate Governance Committee) | $1,000 | Chairperson of Nominating and Corporate Governance Committee | Per Regularly Scheduled Committee Meeting |
Designated Directors who are also chairmen of the Company’s Board committees shall receive the applicable chairperson fee in addition to a committee attendance fee for each regularly scheduled Board committee meeting. Designated Directors shall also receive reimbursement for all reasonable out-of-pocket expenses in connection with travel to and attendance at regularly scheduled Board and Board committee meetings.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SALEM COMMUNICATIONS CORPORATION |
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Date: September 12, 2006 | By: /s/ EVAN D. MASYR |
| Evan D. Masyr |
| Vice President - Accounting and Finance |