XM Radio 2009 Annual Report Download - page 21

The preferred stock, with respect to dividend rights, ranks on a parity with our common stock, and with
respect to rights on liquidation, winding-up and dissolution, ranks senior to our common stock. Dividends on
the preferred stock are payable, on a non-cumulative basis, as and if declared on our common stock, in cash,
on an as-converted basis.
Issuance of the Preferred Stock
On March 6, 2009, we issued 1,000,000 shares of our Series B-1 Preferred Stock in consideration for the
investments described herein and 11,500,000 nonvoting shares of Convertible Perpetual Preferred Stock,
Series B-2 (the “Series B-2 Preferred Stock”). All of the shares of our Series B-2 Preferred Stock were
converted into 11,500,000 shares of Series B-1 Preferred Stock on April 21, 2009. The rights, preferences and
privileges of the preferred stock are described in the Certificate of Designations. A summary of the terms of
the Certificate of Designations is described above. The foregoing description of the Certificate of Designations
does not purport to be a complete description of all of the terms of such Certificate of Designations and is
qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.1
to the Current Report on Form 8-K dated March 6, 2009 filed with the Securities and Exchange Commission.
Who is the Audit Committee’s financial expert?
Our board of directors has determined that Joan L. Amble, the chairwoman of the Audit Committee and
an independent director, is qualified as an “audit committee financial expert” within the meaning of SEC
regulations, and she has accounting and related financial management expertise within the meaning of the
NASDAQ listing standards.
How often did the board meet during 2009?
During 2009, there were eighteen meetings of our board of directors and two written consents in lieu of a
meeting. Each director, other than Leon Black, attended more than 75% of the total number of meetings of the
board and meetings held by committees on which he or she served. Directors are encouraged to attend the
annual meeting of stockholders. Ms. Amble and Messrs. Flowers, Gilberti, Maffei, Malone, Shaw and
Karmazin attended our 2009 annual meeting of stockholders.
How can stockholders communicate with the board of directors?
Stockholders may communicate directly with our board of directors, or specified individual directors,
according to the procedures described on our website at http://investor.sirius.com.
Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary
and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the
functions of the board or committees thereof or that he otherwise determines requires their attention. Directors
may at any time review all correspondence received by us that is addressed to members of our board.
In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a
confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding
accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by
employees of concerns regarding questionable accounting or auditing matters. These procedures are available
upon request.
Does SIRIUS XM have corporate governance guidelines and a code of ethics?
Our board of directors has adopted Corporate Governance Guidelines which set forth a flexible
framework within which the board, assisted by its committees, directs our affairs. The Guidelines cover,
among other things, the composition and functions of our board of directors, director independence,
management succession and review, committee assignments and selection of new members of our board of
directors. A copy of the Guidelines is available on our website at http://investor.sirius.com.
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