XM Radio 2011 Annual Report Download - page 13

What is a broker non-vote?
A broker non-vote occurs if you hold shares in street name and do not provide voting instructions to your
broker on a proposal and your broker does not have the discretionary authority to vote on such proposal. A
broker is entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the
appointment of KPMG as our independent registered public accountants, without instructions from the beneficial
holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker
will not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as the election of
Common Stock Directors. It is therefore important that you provide instructions to your broker if your
shares are held by a broker so that your vote with respect to Item 1 (election of the eight directors listed
herein) is counted.
What if I don’t return my proxy card and don’t attend the annual meeting?
If you are a holder of record (that is, your shares are registered in your own name with our transfer agent)
and you don’t vote your shares, your shares will not be voted.
If you are a beneficial owner (that is, you hold your shares through your broker, bank or other nominee) and
you do not provide voting instructions to your broker, bank or other nominee with respect to Item 1 (election of
directors), your shares will be considered “broker non-votes” and will not be counted in determining the outcome
of the vote. “Broker non-votes” will be counted as present for purposes of determining whether enough shares
are present or represented to hold the annual meeting.
How do I vote?
Stockholders of record can vote as follows:
•By Internet: Stockholders may vote over the Internet at www.proxyvoting.com/siri by following the
instructions included on your Notice or proxy card. You will need the 11-digit Control Number included
on the Notice or proxy card to obtain your records and to create an electronic voting instruction form.
•By Telephone: Stockholders may vote by telephone [phone] by following the instructions
included with your proxy card. You will need the 11-digit Control Number included on the proxy card in
order to vote by telephone.
•By Mail: Stockholders who received a proxy card along with a proxy statement from us or requested a
proxy card from us, may sign, date and return their proxy cards in the pre-addressed, postage-paid
envelope that is provided.
•At the Meeting: If you attend the annual meeting, you may vote in person by ballot, even if you have
previously returned a proxy card or otherwise voted.
If your shares are held in “street name,” you may also submit voting instructions to your bank, broker or
other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please
refer to information from your bank, broker or other nominee on how to submit voting instructions. The deadline
for voting by telephone or electronically is 11:59 p.m., New York City time, on Monday, May 21, 2012. Mailed
proxy cards with respect to shares held of record or in street name must be received no later than May 21, 2012.
“Street name” stockholders who wish to vote in person at the meeting will need to obtain a proxy form from the
institution that holds their shares.
What is householding?
As permitted by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), only one copy of
this proxy statement and annual report or Notice is being delivered to stockholders residing at the same address,
unless the stockholders have notified us of their desire to receive multiple copies of our proxy statement. This is
known as householding.
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