XM Radio 2012 Annual Report Download - page 15

ITEM 1 — ELECTION OF DIRECTORS
Thirteen director nominees are standing for election at the annual meeting. The Nominating and Corporate
Governance Committee of our board of directors has nominated the director nominees listed below after
consideration of such individual’s qualifications, contributions to the company and other reasons discussed in
this proxy statement.
On January 18, 2013, Leon D. Black, Lawrence F. Gilberti, and Jack Shaw resigned as members of our
board of directors. The decisions of Messrs. Black, Gilberti and Shaw to resign were not the result of any
disagreement with us on any matter relating to our operations, policies or practices. To fill the vacancies resulting
from these resignations and the previous resignation of Mel Karmazin, our former Chief Executive Officer and a
director, our board of directors unanimously appointed Mark D. Carleton, Robin S. Pringle, Charles Y. Tanabe
and our Chief Executive Officer, James E. Meyer, to our board of directors.
John C. Malone and Charles Y. Tanabe have informed the Nominating and Corporate Governance
Committee that they do not wish to stand for reelection at the annual meeting. To fill these expected vacancies,
the Nominating and Corporate Governance Committee has nominated Evan D. Malone and David Zaslav for
election to our board of directors at the annual meeting. Biographical information regarding Dr. Malone and
Mr. Zaslav is contained on page 9 and 12, respectively, of this proxy statement. Dr. Malone and Mr. Zaslav have
indicated their willingness to serve as a director if elected.
The Nominating and Corporate Governance Committee believes that a well-functioning board includes a
diverse group of individuals that bring a variety of complementary skills and experiences. Although our board of
directors does not have a formal policy with regard to the consideration of diversity in identifying director
candidates, diversity is one of the factors that the Nominating and Corporate Governance Committee may,
pursuant to its charter, take into account in identifying director candidates. The Nominating and Corporate
Governance Committee generally considers each nominee in the broad context of the overall composition of our
board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills
and experience to oversee our business. The experience, qualifications, attributes, or skills that led the
Nominating and Corporate Governance Committee to conclude that our nominees should serve on the board of
directors are generally described in the biographical information below.
Set forth below are the nominees to be elected to serve until the 2014 annual meeting of stockholders or
until their respective successors have been duly elected and qualified.
To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our
common stock.
Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies
for the election, in his or her stead, of any other person our board of directors may nominate or designate. Each
nominee has expressed his or her intention to serve as a director if elected.
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