XM Radio 2009 Annual Report Download - page 10

our independent registered public accountants and to act upon any other matter that may properly come before
the meeting. Abstentions will have the same effect as negative votes.
When will voting results be available?
We will announce preliminary results at the annual meeting. We will report final results in a Current
Report on Form 8-K shortly after the meeting.
Who can attend the annual meeting?
Subject to space availability, all stockholders as of April 5, 2010 (the “Record Date”), or their duly
appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a
first-come, first-served basis. Registration and seating will begin at 8:30 a.m., New York City time.
What constitutes a quorum?
The presence, in person or by proxy, of the holders of a majority of the voting power of the issued and
outstanding shares of our common stock, our Series A Convertible Preferred Stock and our Series B-1
Preferred Stock entitled to vote at the annual meeting is necessary to constitute a quorum to transact business.
In addition, the presence, in person or by proxy, of a majority of the voting power of the issued and
outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a
quorum to transact business with regards to the proposal amending our certificate of incorporation. If a
quorum is not present or represented at the annual meeting, the stockholders entitled to vote thereat, present in
person or by proxy, may adjourn the annual meeting from time to time without notice or other announcement
until a quorum is present or represented. Abstentions and broker non-votes are counted as present for purposes
of determining a quorum.
What is a broker non-vote?
Brokers who hold shares on behalf of their customers have the authority to vote on certain proposals
when they have not received instructions from beneficial owners. A broker non-vote occurs when a broker
holding shares for a beneficial owner does not vote on a particular proposal because the matter is not routine
and therefore the broker does not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.
What if I don’t return my proxy card and don’t attend the annual meeting?
If you are a holder of record (that is, your shares are registered in your own name with our transfer agent)
and you don’t vote your shares, your shares will not be voted.
If you hold your shares in “street name”, and you do not give your bank, broker or other holder of record
specific voting instructions for your shares, your record holder can vote your shares on the amendment of our
certificate of incorporation and the ratification of the independent registered public accountants for 2010.
However, your record holder cannot vote your shares without your specific instructions on the election of the
directors and the proposal for the ratification of the Rights Plan. It is therefore important that you provide
instructions to your broker if your shares are held by a broker so that your vote with respect to
directors and the Rights Plan is counted.
For the aforementioned proposals for which a broker cannot vote without your instruction, if you do not
provide voting instructions to your broker on such proposals, the votes will be considered “broker non-votes”
and will not be counted in determining the outcome of the vote. “Broker non-votes” will be counted as present
for purposes of determining whether enough votes are present to hold the annual meeting.
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