XM Radio 2012 Annual Report Download - page 40

Download and view the complete annual report

Please find page 40 of the 2012 XM Radio annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

• securing a $1.25 billion revolving credit facility;
• introducing SiriusXM On Demand to enhance our subscribers’ ability to listen to programs whenever
they want;
• continuing to expand our ability to identify and acquire subscribers in certified pre-owned and used
vehicles and managing our investment in infrastructure in this area;
• adding compelling content to our services while reducing programming expenses;
• expanding the programming content on Sirius XM Latino, the most comprehensive radio channel
offering in the United States for Spanish-speaking listeners;
• continuing to improve our customer care experience, including further enhancements to our Internet-
based self-care functionality and Internet-based chat services;
• creating a corporate culture that fosters quality, creativity, diversity and innovation to differentiate our
content and services; and
• maintaining Sirius XM as one of the largest subscription-based media companies in the United States.
On December 18, 2012, Mr. Meyer was appointed our Chief Executive Officer, replacing Mr. Karmazin. In
connection with his appointment as Chief Executive Officer, we entered into an amendment to our existing
employment agreement with Mr. Meyer. This amendment extended the term of his employment agreement to
October 31, 2013; increased his base salary from $1,100,000 to $1,300,000, the amount that Mr. Meyer was
scheduled to receive under the terms of his existing employment agreement and that he had previously waived;
and changed the date that he may elect to retire from May 2013 to October 2013. Our agreement with Mr. Meyer,
as amended, provides that if his employment terminates after another person is appointed as our Chief Executive
Officer, then Mr. Meyer will be entitled to an additional bonus to reflect his contributions in an amount
determined by the Compensation Committee.
Mr. Meyer was awarded a bonus for his contributions during 2012, including his role in:
• our addition of over 2 million net subscribers in 2012;
• analyzing, evaluating and managing our subscriber churn and new vehicle conversion rate;
• reducing subscriber acquisition costs;
• overseeing the development of our transmission and radio technology;
• securing an agreement with Nissan North America to be the exclusive provider of telematics services
for Nissan branded vehicles;
• introducing SiriusXM On Demand to enhance our subscribers’ ability to listen to programs whenever
they want;
• launching the SiriusXM Internet Radio App on Google TV, which for the first time allows for
SiriusXM 2.0 to be available on any connected television;
• building our business in pre-owned vehicles, including establishing agreements with automakers for
certified pre-owned programs and with large independent resellers, including AutoNation; and
• the continuing integration of our legacy operations.
Policy with Respect to Internal Revenue Code Section 162(m)
As described above under “Fiscal Year 2013 Considerations,” in 2013 the Compensation Committee again
adopted a bonus plan which is intended to comply with Section 162(m) for our Chief Executive Officer and the
next five most highly compensated executive officers, other than our Chief Financial Officer. The Committee
30