XM Radio 2008 Annual Report Download - page 113

PROXY STATEMENT
This proxy statement contains information related to the annual meeting of stockholders of Sirius XM
Radio Inc. to be held on Wednesday, May 27, 2009, beginning at 9:00 a.m., New York City time, in The
Auditorium at The Equitable Center, 787 Seventh Avenue, New York, New York 10019, and at any
postponements or adjournments thereof. This proxy statement is being distributed or made available, as the
case may be, to stockholders on or about May 5, 2009.
A copy of our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with
the Securities and Exchange Commission, except for exhibits, will be furnished without charge to any
stockholder upon written request to Sirius XM Radio Inc., Attention: Corporate Secretary, 1221 Avenue
of the Americas, 36th Floor, New York, New York 10020.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting,
including:
• the election of twelve directors to our board (Joan L. Amble, Leon D. Black, Lawrence F. Gilberti,
Eddy W. Hartenstein, James P. Holden, Chester A. Huber, Jr., Mel Karmazin, John W. Mendel,
James F. Mooney, Gary M. Parsons, Jack Shaw and Jeffrey D. Zients) (these twelve directors are
referred to as the “Common Stock Directors”), which will be voted upon by the holders of our common
stock and our Series A Convertible Preferred Stock, voting together as a single class;
• the approval of an amendment to our certificate of incorporation to increase the number of authorized
shares of our common stock from 8,000,000,000 to 9,000,000,000 shares, which will be voted upon by
holders of our common stock, our Series A Convertible Preferred Stock and our Convertible Perpetual
Preferred Stock, Series B-1 (the “Series B-1 Preferred Stock”), voting together as a single class, and by
holders of our common stock, voting as a separate class;
• the approval of an amendment to our certificate of incorporation which will effect a reverse stock split
of our common stock and reduce the number of authorized shares of our common stock as set forth in
Item 3 below, which will be voted upon by holders of our common stock, our Series A Convertible
Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, and by holders of
our common stock, voting as a separate class;
• the approval of the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan, which will be voted
upon by the holders of our common stock, our Series A Convertible Preferred Stock and our Series B-1
Preferred Stock, voting together as a single class;
• the ratification of the appointment of KPMG LLP as our independent registered public accountants,
which will be voted upon by the holders of our common stock, our Series A Convertible Preferred
Stock and our Series B-1 Preferred Stock, voting together as a single class; and
• such other business, including consideration of one stockholder proposal, that may properly be
conducted at the annual meeting or any adjournment or postponement thereof.
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