XM Radio 2009 Annual Report Download - page 5

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, MAY 27, 2010
To our Stockholders:
You are cordially invited to attend our Annual Meeting of Stockholders, which will be held on Thursday,
May 27, 2010, at 9:00 a.m., New York City time, in The Auditorium at The Equitable Center, 787 Seventh
Avenue, New York, New York 10019. The annual meeting is being held to:
1. Elect the eight directors listed herein.
2. Approve a short-term stockholder rights plan (the “Rights Plan”) designed to preserve certain
potential tax benefits to the company.
3. Extend for one more year our board of directors’ authority (through the approval of an
amendment to our certificate of incorporation) to (i) effect a reverse stock split of our common stock by a
ratio of not less than one-for-two and not more than one-for-twenty-five, with the exact ratio to be set at
a whole number within this range to be determined by our board of directors in its discretion, and
(ii) reduce the number of authorized shares of our common stock as set forth in the proxy statement.
Approval of this proposal would extend previous authority for a reverse stock split and reduction in shares
that was approved at our 2009 annual meeting.
4. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2010.
5. Transact any other business that may properly come before the meeting and any adjournments
thereof.
Only stockholders of record at the close of business on April 5, 2010 are entitled to vote at the annual
meeting. A list of stockholders entitled to vote will be available for examination for the ten days prior to the
annual meeting, between the hours of 9:00 a.m. and 4:00 p.m., New York City time, at our offices at 1221
Avenue of the Americas, 36th Floor, New York, New York 10020.
Whether or not you expect to attend in person, we urge you to vote your shares via the Internet, by
phone, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will
ensure the presence of a quorum at the meeting. If you wish to vote your shares by mail, an addressed
envelope for which no postage is required if mailed in the United States is enclosed.
Voting over the Internet or by telephone is fast, convenient, and your vote is immediately confirmed
and tabulated. By using the Internet or telephone, you help us reduce postage and proxy tabulation
costs. If you received a paper copy of the proxy materials, please do not return the enclosed paper ballot
if you are voting over the Internet or by telephone.
If You Plan to Attend
Please note that space limitations make it necessary to limit attendance to stockholders. Admission
to the meeting will be on a first-come, first-served basis. Stockholders holding stock in brokerage
accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock
ownership as of the record date to enter the meeting. Cameras, recording devices and other electronic
equipment will not be permitted in the meeting.
By Order of the Board of Directors,
PATRICK L. DONNELLY
Executive Vice President, General Counsel and Secretary
New York, New York
April 21, 2010