XM Radio 2012 Annual Report Download - page 27

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318,660; Mr. Maffei — 506,925; Mr. Malone — 506,925; Mr. Mooney — 1,456,575; Mr. Shaw —
702,329; Mr. Vogel — 136,700; and Ms. Wittman — 136,700.
As Chairman of the board of directors in 2012, Mr. Hartenstein received an annual cash retainer of
$100,000. The other members of our board of directors each receive an annual cash retainer of $50,000. Each
director who serves as chair of a committee of the board of directors receives an additional annual cash retainer
as follows: the audit committee chairwoman receives $30,000; the compensation committee chairman receives
$20,000; and the nominating and corporate governance chairman receives $10,000.
In addition, each member receives $70,000 in the form of options to purchase our common stock which are
granted annually on the next business day following that year’s annual meeting of stockholders. All options to
purchase our common stock awarded to our non-employee directors vest over a four-year period, with 25%
vesting on each anniversary of the date of grant. No options vest in a given year if, in the prior calendar year, the
director failed to attend at least 75% of the meetings of the board.
Any director who fails to attend at least 75% of the meetings of the board of directors in any given year
forfeits 25% of his or her compensation that is payable in cash. During 2012, all of our directors, other than
Mr. Black, attended over 75% of the meetings of our board of directors.
We also pay reasonable travel and accommodation expenses of directors in connection with their
participation in meetings of the board of directors.
STOCK OWNERSHIP
Who are the principal owners of our stock?
The following table sets forth information regarding beneficial ownership of our common stock as of
February 28, 2013 by each person known by us to be the beneficial owner of more than 5% of our outstanding
common stock. In general, “beneficial ownership” includes those shares a person has or shares the power to vote
or transfer, and options to acquire our common stock that are exercisable currently or become exercisable within
60 days. Unless otherwise indicated, we believe that the beneficial owner of the common stock listed below,
based on information furnished by this owner, has sole investment and voting power with respect to these shares.
Shares Beneficially
Owned as of
February 28, 2013
Name and Address of Beneficial Owner of Common Stock Number Percent
Liberty Media Corporation(1) .................................... 3,298,774,821 50.9%
12300 Liberty Boulevard
Englewood, CO 80112
(1) Based upon a Schedule 13D filed on January 22, 2013 by Liberty Media Corporation. The ownership
percentage is based upon the information contained in a Schedule 13D filed on January 22, 2013 by Liberty
Media Corporation and the number of shares outstanding as of February 28, 2013.
17