XM Radio 2012 Annual Report Download - page 52

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planning process includes most of the features contemplated by the proposal. Finally, the board believes it would
be highly inadvisable to publicly report on its succession plan, as requested by the proposal.
Our board of directors, along with the Nominating and Corporate Governance Committee, is responsible for
overseeing our CEO and senior management succession plan and policies. The board recognizes the importance
of CEO succession planning and has adopted a Nominating and Corporate Governance Committee Charter and
Corporate Governance Guidelines, both publicly available on our website, that address succession planning.
We believe requiring the board to annually produce a report on our succession plan could adversely affect
our stockholders. For an annual report to be meaningful, it would have to include confidential and sensitive
information about potential candidates and their development, such as assessment of their skills and the possible
timeframes for promotions, retirements and other departures. Such detailed information could harm our
competitive position. Any such information that we elect or are required to disclose should be disclosed at the
time we deem it advisable or required. If we omitted the competitively sensitive information that would be
required by the report contemplated by the proposal, the report would consist only of general statements
containing little substance. In addition, such disclosure could cause internal discord and could result in the loss of
executive-level talent.
The board has been, and will continue to be, fully engaged in thoughtful and timely succession planning.
We believe, however, that the amount of disclosure contemplated by this proposal would not be in the best
interests of our stockholders, and that the other elements of the proposal have been substantially implemented.
Our board of directors unanimously recommends a vote “AGAINST” this proposal.
OTHER MATTERS
Our board of directors does not intend to present, or have any reason to believe others will present, any other
items of business. If other matters are properly brought before the annual meeting, the persons named in the
accompanying proxy will vote the shares represented by it in accordance with the recommendation of our board
of directors.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON MAY 21, 2013
This proxy statement and our annual report for the year ended December 31, 2012 are available for you to
view online at http://www.envisionreports.com/siri.
By Order of the Board of Directors,
Patrick L. Donnelly
Executive Vice President,
General Counsel and Secretary
New York, New York
April 11, 2013
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