XM Radio 2009 Annual Report Download - page 13

Will the board of directors be able to make exceptions for acquisitions that would otherwise be
restricted?
Yes, our board of directors may, in its sole discretion, exempt any person or group from triggering the
dilutive effect of the Rights Plan.
How long would the Rights Plan be in place?
The Rights Plan would expire on the earliest of (i) August 1, 2011, (ii) the rights being redeemed
pursuant to the Rights Plan, (iii) the rights being exchanged pursuant to the Rights Plan, (iv) the repeal of
applicable provision of the tax laws, or any successor statute, if our board of directors determines that the
Rights Plan is no longer necessary for the preservation of tax benefits, (v) the beginning of a taxable year to
which our board of directors determines that no tax benefits may be carried forward, and (vi) June 30, 2010, if
the Rights Plan has not been approved by our stockholders.
Why are you seeking approval of the authority to effect a reverse stock split?
On September 15, 2009, we received notice from the NASDAQ Stock Market that our common stock had
closed below $1.00 per share for 30 consecutive business days and was therefore not in compliance with the
NASDAQ Marketplace Rule that requires the $1.00 per share minimum closing bid price. On March 16, 2010,
we received a letter from the NASDAQ staff stating that we had not regained compliance with the $1.00
minimum closing bid price requirement for continued listing under NASDAQ Listing Rule 5450(a)(1) during
the allowed grace period. We have been granted a hearing before a NASDAQ Hearings Panel to appeal the
staff’s determination. This request automatically stayed any action to delist our common stock from The
NASDAQ Global Select Market until the hearing procedures have concluded. The purpose of any reverse stock
split would be to increase the per share trading value of our common stock above $1.00 if necessary to comply
with such rule. We meet all of the NASDAQ Global Select Market’s continued listing criteria, other than the
minimum bid price requirement. Our board of directors intends to effect the reverse stock split only if the
implementation of the reverse stock split is determined by the board of directors to be in the best interests of
the company and its stockholders.
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, 2010, which
would be at least 120 days prior to the anticipated 2011 meeting, to our Corporate 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, 2011
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, 2011. Notices of intention to present proposals at next year’s annual meeting should be addressed to
our Corporate Secretary, Sirius XM Radio Inc., 1221 Avenue of the Americas, 36th Floor, New York, New
York 10020.
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