XM Radio 2012 Annual Report Download - page 11

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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 21, 2013, beginning at 9:00 a.m., New York City time, in The
Auditorium at The AXA Equitable Center, 787 Seventh Avenue, New York, New York 10019, and at any
adjournments or postponements thereof. This proxy statement is being distributed or made available, as the case
may be, to stockholders on or about April 11, 2013.
ABOUT THE MEETING
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the following matters outlined in the Notice of 2013
Annual Meeting of Stockholders, including:
• Item 1 — the election of thirteen director nominees to our board (Joan L. Amble, Mark D. Carleton,
David J.A. Flowers, Eddy W. Hartenstein, James P. Holden, Gregory B. Maffei, Evan D. Malone,
James E. Meyer, James F. Mooney, Robin S. Pringle, Carl E. Vogel, Vanessa A. Wittman and
David Zaslav);
• Item 2 — the ratification of the appointment of KPMG LLP as our independent registered public
accountants for 2013;
• Item 3 — a stockholder proposal submitted by The Central Laborers’ Pension Fund to amend our Corporate
Governance Guidelines to adopt and disclose a written and detailed succession planning policy; and
• such other business that may properly be conducted at the annual meeting or any adjournments or
postponements thereof.
At the annual meeting, management will also report on our performance and respond to appropriate
questions from stockholders. On the Record Date, 6,430,553,280 shares of our common stock were outstanding.
What are the voting rights of the holders of our common 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.
What vote is required to approve each item?
Assuming the presence of a quorum, the directors will be elected by the holders of a plurality of the voting
power of our common stock present in person or represented by proxy and entitled to vote. This means that the
thirteen director nominees who receive the most votes cast by the holders of shares of our common stock will be
elected. You may vote “For” or “Withhold” with respect to each nominee. Votes that are withheld will be
excluded entirely from the vote with respect to the nominee from which they are withheld. Votes that are
withheld and broker non-votes will not have any effect on the outcome of the election of the directors because
directors are elected by plurality voting but they will be counted for the purpose of determining whether a
quorum is present at the annual meeting.
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