XM Radio 2012 Annual Report Download - page 12

The affirmative vote of the holders of a majority of the voting power of our common stock, present in
person or represented by proxy, and entitled to vote on the matter is required for Item 2 (the ratification of the
appointment of KPMG LLP as our independent registered public accountants for 2013) and Item 3 (the
stockholder proposal). You may vote “For,” “Against” or “Abstain” with respect to Items 2 and 3. For Items 2
and 3, an “Abstain” vote will have the same effect as a vote against the proposal. For Item 3, broker non-votes
will have no effect in determining whether the proposal is approved because they are not deemed “present in
person or represented by proxy and entitled to vote on the matter.” Items 2 and 3 are not binding on our board of
directors or the Company.
When will voting results be available?
We will announce preliminary voting results at the annual meeting. We will report final results in a Current
Report on Form 8-K filed with the SEC shortly after the annual meeting.
Who can attend the annual meeting?
Subject to space availability, all stockholders as of the Record Date, or their duly appointed proxies, may
attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis.
Only persons who have proof of their stock ownership as of the record date will be allowed to enter the meeting.
Proof of ownership will be any statement from their bank or broker or the admission card that was sent with the
Notice. Registration and seating will begin at 8:30 a.m., New York City time.
What constitutes a quorum?
The presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the issued
and outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a
quorum to transact business at the annual meeting. If a quorum is not present or represented at the annual
meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the
annual meeting from time to time without notice or other announcement until a quorum is present or represented.
Abstentions and broker non-votes are counted as present for purposes of determining a quorum.
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 Item 2 (the ratification of the
appointment of KPMG as our independent registered public accountants for 2013), 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 Item 1
(the election of directors) or Item 3 (the stockholder proposal). 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 (the
election of the thirteen director nominees listed herein) and Item 3 (the stockholder proposal) are 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 (the election
of directors) or Item 3 (the stockholder proposal), 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 for purposes of
determining whether a quorum is present to hold the annual meeting.
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