XM Radio 2011 Annual Report Download - page 11

1221 Avenue of the Americas
36th Floor
New York, New York 10020
PROXY STATEMENT
This proxy statement contains information related to the annual meeting of stockholders of Sirius XM Radio
Inc. to be held on Tuesday, May 22, 2012, 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 12, 2012.
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 2012 Annual
Meeting of Stockholders, including:
• the election of eight directors (the “Common Stock 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 nominees are referred to as the “Common Stock Director Nominees”), which
will be voted upon by the holders of our common stock;
• 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 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 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 Directors”). John C. Malone, Gregory B. Maffei and David J.A. Flowers were
first elected to our board of directors in 2009 as Preferred Stock Directors. Vanessa A. Wittman and Carl E.
Vogel were elected to our board of directors in 2011 as Preferred Stock Directors.
At the annual meeting, management will also report on our performance and respond to appropriate
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 share of common stock on all matters to be
acted upon at the annual meeting.
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