XM Radio 2012 Annual Report Download - page 14

Who will count the votes?
A representative of Computershare will tabulate the votes and act as inspector of elections.
What is a proxy?
A proxy is a person you appoint to vote on your behalf. We are soliciting your vote so that all shares of our
stock may be voted at the annual meeting.
Whom am I designating as my proxy?
You will be designating Patrick L. Donnelly, our Executive Vice President, General Counsel and Secretary,
and Ruth A. Ziegler, our Senior Vice President and Deputy General Counsel, as your proxies. However, you may
appoint a person (who need not be a stockholder) other than Patrick L. Donnelly and Ruth A. Ziegler to vote on
your behalf at the meeting by completing another proper proxy.
How will my proxy vote my shares?
Your proxy will vote your shares according to your instructions. If you complete your proxy card but do not
indicate how you would like your shares voted, your proxy will vote in accordance with the recommendation of
our board of directors.
Who is soliciting my proxy, and who will pay for the costs of the solicitation?
Sirius XM is soliciting your proxy. The cost of soliciting proxies will be borne by Sirius XM, which has
engaged MacKenzie Partners, Inc. to assist in the distribution and solicitation of proxies. We have agreed to pay
MacKenzie $10,000 and reimburse the firm for its reasonable out-of-pocket expenses. We will also reimburse
brokerage firms, banks and other custodians for their reasonable out-of-pocket expenses for forwarding these
proxy materials to you. Our directors, officers and employees may solicit proxies on our behalf by telephone or
in writing.
When, and how, do I submit a proposal for next year’s annual meeting of stockholders?
Under the SEC’s rules and regulations, any stockholder desiring to submit a proposal to be included in our
2014 proxy statement must submit such proposal to us in writing at our principal executive offices located at:
1221 Avenue of the Americas, 36th Floor, New York, New York 10020, to the attention of the Corporate
Secretary, no later than the close of business on December 13, 2013.
Our By-laws provide for advance notice provisions. The By-laws require the timely notice of certain
information to be provided by any stockholder who proposes director nominations or any other business for
consideration at a stockholders’ meeting. Failure to deliver a proposal in accordance with the procedures
discussed above and in the By-laws may result in the proposal not being deemed timely received. To be timely,
notice of a director nomination or any other business for consideration at a stockholders’ meeting must be
received by our Corporate Secretary at our principal executive offices not less than 70 days nor more than
90 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our
2014 Annual Meeting of Stockholders, such a proposal must be received by the Corporate Secretary on or after
February 20, 2014 but no later than March 12, 2014. In the event that the date of the 2014 Annual Meeting is
advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of the 2013 Annual
Meeting of Stockholders, notice must be delivered no earlier than the 90th day prior to the 2014 Annual Meeting
and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of the 2014 Annual Meeting of Stockholders is first
made. In addition, the date for timely notice specified in this paragraph shall be the earlier of the date calculated
above or the date specified in paragraph (c)(1) of Rule 14a-4 of the Exchange Act.
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