Ladies and gentlemen, may I please have your attention. It is now 10:00 A.M. Pacific Time on June 24th, 2026, and this meeting of the Salem Media Group, Inc.'s annual stockholders meeting is officially called to order. It is my pleasure to welcome you here today for the 2026 virtual meeting of the stockholders of Salem Media Group, Inc. I would like to introduce the presenters for this meeting. My name is Richard A. von Gnechten, and I am the Chairman of the Board of Directors of Salem Media Group, Inc. Also presenting is Christopher J. Henderson, our Executive Vice President and Chief Legal Officer. I will serve as Chairman for this meeting, and Chris will serve as Secretary. I will now turn it over to Mr. Henderson for some general housekeeping matters.
Thank you, Rick. Good morning. Before we continue, please be advised that copies of the agenda and meeting rules have been placed in the meeting materials section on the web portal. Also, the polls are now open for voting. If you intend to vote and have not already done so, you may do so by clicking on the voting button on the web portal and following the instructions there. You must submit your vote prior to the polls closing in order for it to be counted. After Mr. von Gnechten describes each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you've already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed.
As our next item of business, I would like to ask Eric Halvorson, a valuable member of our board of directors, to give our invocation. Eric?
Thank you. Father, we pause at the beginning of this meeting to honor you, the creator and sustainer of the universe. We give thanks for the countless blessings you have generously bestowed on Salem Media Group since its founding over 60 years ago. We're reminded today that our country, now 250 years old, was established on the principles of freedom of religion and freedom of speech. These freedoms embedded into our founding documents have allowed this company to build a national voice, bringing the message of the gospel to millions. We're also thankful for the vision and tireless work of the Epperson and Atsinger families. We pray for your hand to rest on them and also to rest on Salem Media Group, its owners, directors, officers, and all employees as they continue to advance the company's mission.
We pray all of this in the name of Jesus Christ, the one who loved us and gave himself for us. Amen.
Amen. Thank you, Eric. In addition to Eric, I would like to introduce the following directors and director nominees are also attending this virtual meeting. Edward G. Atsinger III, Ed, Richard A. Riddle, Heather W. Grizzle, Stuart W. Epperson Jr., Edward C. Atsinger, Ted, Jacki L. Pick, and James B. Renacci. I would also like to take a few moments to introduce the following officers on the call as well. David Santrella, Chief Executive Officer. Evan Masyr, Executive Vice President and Chief Financial Officer. Finally, I would also like to introduce Sherry Phillips. Ms. Phillips has been appointed to serve as Inspector of Elections for this meeting, and she has executed the oath of Inspector of Elections, which will be attached to the minutes of this meeting. Turning to the stockholders meeting. Chris, have we satisfied the notice and quorum requirements necessary to declare the meeting open for business?
Yes, we have. The board of directors fixed May 15th, 2026, as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered to the company attesting to the fact that either a notice of internet availability of the notice of the meeting and the proxy statement to stockholders or the documents themselves were mailed on or about June 3rd, 2026, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, the outstanding shares entitled to vote at the meeting consist of 26,121,006 shares of Class A common stock and 5,553,696 shares of Class B common stock. Additionally, there are 40,000 shares of Class B convertible preferred stock outstanding, which hold voting rights equivalent to 26,158,500 Class A shares and 4,250,000 Class B shares.
A record of the company stockholders as of May 15th, 2026, has been made available online at virtualshareholdermeeting.com/salem2026 for inspection by any stockholder. I have Ms. Phillips report that approximately 92% of the total combined voting power of Class A common stock, Class B common stock, Series B convertible preferred stock is represented at this meeting in person or by proxy, and that a quorum is present for purposes of transacting business.
Great. Thank you, Chris. The first item of business is the election of seven directors. As described in the proxy statement, the board's nominees for election are Edward G. Atsinger III, Richard A. Riddle, Eric H. Halvorson, Heather W. Grizzle, Stuart W. Epperson Jr., Edward C. Atsinger, and Jacki L. Pick. Of these nominees, Richard A. Riddle and Eric H. Halvorson are nominated by the board as Class A 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 five nominees are to be 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 vote per share and each share of Class B common stock entitled to 10 votes per share.
The second item of business is to vote upon a proposal to ratify the appointment of Baker Tilly US, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The third item of business is to vote upon the adoption of the agreement and plan of merger proposal. The last item of business is the approval of adjournment of the annual meeting to a later date, if necessary or appropriate, to solicit additional proxies for the merger proposal. If you have not yet voted, please do so. I'll pause here for a moment to allow that to happen. Okay, it is now 10:09 A.M Pacific Time on June 24th, 2026. The polls are now closed. Will the secretary now report the results of voting?
I would be delighted to. The preliminary report of the Inspector of Elections covering the proposals presented at this meeting shows that, number one, the proposal to elect each of the board's nominees for Class A director seats and to elect each of the board's nominees to the remaining director seats has been approved. Secondly, the proposal to ratify the appointment of Baker Tilly US, LLP, as the company's independent registered public accounting firm has also been approved. Thirdly, the proposal for the adoption of the agreement and plan of merger has been approved. Finally, the proposal for the approval of the adjournment of the annual meeting to a later date, if necessary or appropriate, to solicit additional proxies for the merger proposal, has also been approved.
We will be reporting the final vote results in a press release to be filed through the over-the-counter disclosure and news service following this meeting. With that, I turn the meeting back over to Mr. von Gnechten.
Thank you, Chris. As described in the proxy statement under the company's bylaws, there is a specified process for bringing official business before the stockholders. With the exception of the election of Board of Directors, in order for a stockholder to bring a matter of business or a proposal before this meeting, one must provide proper notice of the matter of business or proposal to the Secretary of the company, and such notice should have been received by the Secretary of the company no later than February 13th, 2026, nor earlier than January 14th, 2026. As this was not done, there is no further business to come before the meeting. As there is no further business, this annual meeting of the stockholders is officially adjourned. On behalf of the Board of Directors and employees of Salem Media Group, Inc., thank you for your interest and participation in this virtual meeting.
This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.