XM Radio 2009 Annual Report Download - page 9

Directors”). John C. Malone, Gregory B. Maffei and David J.A. Flowers were elected to our board of directors
in 2009 as Preferred Stock Directors.
At the annual meeting, management will also report on our performance and respond to questions from
stockholders.
What are the voting rights of the holders of our common stock and our preferred stock?
Each holder of our common stock is entitled to one vote per common share on all matters to be acted
upon at the annual meeting and the holder of our Series A Convertible Preferred Stock is entitled to 1/5 of a
vote per share of our Series A Convertible Preferred Stock on all matters to be acted upon at the annual
meeting. Holders of our common stock are also entitled to vote separately as a class to approve the
amendment to our certificate of incorporation.
The holder of our Series B-1 Preferred Stock does not have the right to vote with the holders of our
common stock and our Series A Convertible Preferred Stock to elect the Common Stock Directors at the
annual meeting. On all other matters submitted to a vote of the holders of our common stock, the holder of
our Series B-1 Preferred Stock is entitled to slightly less than 207 votes per share of Series B-1 Preferred
Stock, voting together with the holders of our common stock and our Series A Convertible Preferred Stock as
a single class. On the record date, 3,885,488,043 shares of our common stock were outstanding. In addition,
24,808,959 shares of our Series A Convertible Preferred Stock, representing aggregate voting power of
4,961,792 shares of common stock, and 12,500,000 shares of our Series B-1 Preferred Stock, representing
aggregate voting power of 2,586,976,762 shares of common stock, were outstanding.
As of the Record Date, holders of our common stock and our Series A Convertible Preferred Stock held
approximately 60% of the general voting power, and holders of our Series B-1 Preferred Stock held
approximately 40% of the general voting power. General voting power refers to all securities entitled to vote
at the annual meeting. With respect to an individual proposal, voting power refers to all securities entitled to
vote on the proposal.
What vote is required to approve each item?
Assuming the presence of a quorum, the eight Common Stock Directors who receive the most votes from
the holders of shares of our common stock and our Series A Convertible Preferred Stock for their election will
be elected. That is the affirmative vote of a plurality in voting power of our common stock and our Series A
Convertible Preferred Stock voting together as a single class, present, in person or by proxy and entitled to
vote is required for the election of the Common Stock Directors. Abstentions and broker non-votes will have
no effect on the outcome of the elections.
The affirmative vote of a majority in voting power of our common stock, our Series A Convertible
Preferred Stock and our Series B-1 Convertible Preferred Stock, voting together as a single class, present, in
person or by proxy, and entitled to vote is required for the approval of the Rights Plan and to act upon any
other matter that may properly come before the meeting. Abstentions will have the same effect as negative
votes and broker non-votes will have no effect on the outcome.
Approval of an amendment to our certificate of incorporation to effect a reverse stock split of our
outstanding common stock at a ratio of not less than one-for-two and not more than one-for-fifty, with the
exact ratio to be set at a whole number within this range to be determined by our board of directors, together
with the reduction in the number of authorized shares of our common stock as set forth in Item 3 below,
requires the affirmative vote of a majority of the voting power of our common stock, our Series A Convertible
Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, and a majority of holders
of our common stock, voting as a separate class. Abstentions will have the same effect as negative votes.
The affirmative vote of the holders of a majority of the voting power of our common stock, our Series A
Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, present, in
person or by proxy, and entitled to vote on the proposal is required to ratify the appointment of KPMG LLP as
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