XM Radio 2009 Annual Report Download - page 8

PROXY STATEMENT
This proxy statement contains information related to the annual meeting of stockholders of Sirius
XM Radio Inc. to be held on Thursday, May 27, 2010, beginning at 9:00 a.m., New York City time, in The
Auditorium at The Equitable Center, 787 Seventh Avenue, New York, New York 10019, and at any
postponements or adjournments thereof. This proxy statement is being distributed or made available, as the
case may be, to stockholders on or about April 21, 2010.
A copy of our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with
the Securities and Exchange Commission, except for exhibits, will be furnished without charge to any
stockholder upon written request to Sirius XM Radio Inc., Attention: Corporate Secretary, 1221 Avenue
of the Americas, 36th Floor, New York, New York 10020.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting,
including:
• the election of eight directors to our board (Joan L. Amble, Leon D. Black, Lawrence F. Gilberti, Eddy
W. Hartenstein, James P. Holden, Mel Karmazin, James F. Mooney and Jack Shaw — these eight
directors are referred to as the “Common Stock Directors”), which will be voted upon by the holders of
our common stock and our Series A Convertible Preferred Stock, voting together as a single class;
• the approval of a short-term stockholder rights plan (the “Rights Plan”) designed to preserve certain
potential tax benefits for the company, which will be voted on by holders of our common stock, our
Series A Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single
class;
• the extension for one more year our board of directors’ authority (through the approval of an
amendment to our certificate of incorporation) to effect a reverse stock split of our common stock and
reduce the number of authorized shares of our common stock at any time prior to June 30, 2011 as set
forth in Item 3 below, which will be voted upon by holders of our common stock, our Series A
Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, and
by holders of our common stock, voting as a separate class;
• the ratification of the appointment of KPMG LLP as our independent registered public accountants,
which will be voted upon by the holders of our common stock, our Series A Convertible Preferred
Stock and our Series B-1 Preferred Stock, voting together as a single class; and
• such other business that may properly be conducted at the annual meeting or any adjournment or
postponement thereof.
An affiliate of Liberty Media Corporation owns all of the outstanding shares of our Series B-1 Preferred
Stock. That holder of the Series B-1 Preferred Stock does not have the right to vote with the holders of our
common stock and the holders of our Series A Convertible Preferred Stock to elect the Common Stock
Directors at the annual meeting. Instead, the Series B-1 Preferred Stock is entitled to designate and elect
members of our board of directors proportional to its interest in the company (the “Preferred Stock
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