XM Radio 2008 Annual Report Download - page 117

What happens if a nominee for director is unable to serve as a director?
If any Common Stock Director nominee becomes unavailable for election, votes will be cast for such
substitute nominee or nominees as may be designated by our board of directors, unless our board of directors
reduces the number of directors on our board.
Who is soliciting my proxy, and who will pay the costs of the solicitation?
SIRIUS XM is soliciting your proxy. The cost of soliciting proxies will be borne by SIRIUS XM, which
has engaged MacKenzie Partners, Inc. to assist in the distribution and solicitation of proxies. We have agreed
to pay MacKenzie $10,000 plus reimburse the firm for its reasonable out-of-pocket expenses. We will also
reimburse brokerage firms, banks and other custodians for their reasonable out-of-pocket expenses for
forwarding these proxy materials to you. Our directors, officers and employees may solicit proxies on our
behalf by telephone or in writing.
When, and how, do I submit a proposal for next year’s annual meeting of stockholders?
To be eligible for inclusion in our proxy statement and form of proxy for next year’s annual meeting,
stockholder proposals must be submitted in writing by the close of business on December 24, 2009, which
would be at least 120 days prior to the anticipated 2010 meeting, to Patrick L. Donnelly, Executive Vice
President, General Counsel and Secretary, Sirius XM Radio Inc., 1221 Avenue of the Americas, 36th Floor,
New York, New York 10020.
If any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the
preceding paragraph) is instead sought to be presented directly at next year’s annual meeting, the proxies may
vote in their discretion if (a) we receive notice of the proposal before the close of business on March 9, 2010
and advise stockholders in next year’s proxy statement about the nature of the matter and how management
intends to vote on such matter or (b) we do not receive notice of the proposal prior to the close of business on
March 9, 2010. Notices of intention to present proposals at next year’s annual meeting should be addressed to
Patrick L. Donnelly, Executive Vice President, General Counsel and Secretary, Sirius XM Radio Inc.,
1221 Avenue of the Americas, 36th Floor, New York, New York 10020.
STOCK OWNERSHIP
Who are the principal owners of SIRIUS XM’s stock?
The following table sets forth information regarding beneficial ownership of our common stock as of
April 29, 2009 by each person known by us to be the beneficial owner of more than 5% of our outstanding
common stock. In general, “beneficial ownership” includes those shares a person has the power to vote or
transfer, and options to acquire our common stock that are exercisable currently or become exercisable within
60 days. We believe that the beneficial owner of the common stock listed below, based on information
furnished by this owner, has sole investment and voting power with respect to these shares.
Name and Address of Beneficial Owner of Common Stock Number Percent
Shares Beneficially
Owned as of
April 29, 2009
Liberty Media Corporation(1) ..................................
12300 Liberty Boulevard
Englewood, CO 80112
2,586,976,762 40%
(1) Liberty Radio LLC, an affiliate of Liberty Media Corporation, owns 12,500,000 shares of our Series B-1
Preferred Stock. Each share of our Series B-1 Preferred Stock is convertible into 206.9581409 shares of
our common stock. Our Series B-1 Preferred Stock is convertible into an aggregate of 2,586,976,762 shares
of our common stock.
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