XM Radio 2013 Annual Report Download - page 11

Who can attend the annual meeting?
Subject to space availability, all stockholders as of the Record Date, or their duly appointed proxies, may
attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis.
Only persons who have proof of their stock ownership as of the Record Date will be allowed to enter the
meeting. Proof of ownership will be any statement from their bank or broker showing the ownership of our
common stock. Registration and seating will begin at 8:30 a.m., New York City time.
What constitutes a quorum?
The presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the issued
and outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a
quorum to transact business at the annual meeting. If a quorum is not present or represented at the annual
meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the
annual meeting from time to time without notice or other announcement until a quorum is present or represented.
Abstentions and broker non-votes are counted as present for purposes of determining a quorum.
What is a broker non-vote?
A broker non-vote occurs if you hold shares in “street name” (that is, your shares are held on your behalf by
a bank, broker or other nominee) and do not provide voting instructions to your broker on a proposal and your
broker does not have the discretionary authority to vote on such proposal. A broker is entitled to vote shares held
for a beneficial holder on routine matters, such as Item 3 (the ratification of the appointment of KPMG as our
independent registered public accountants for 2014), without instructions from the beneficial holder of those
shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be
entitled to vote shares held for a beneficial holder on certain non-routine items, such as Item 1 (the election of
directors) and Item 2 (the approval of, in a non-binding, advisory vote, the compensation paid to our named
executive officers). It is therefore important that you provide instructions to your broker if your shares are
held by a broker so that your vote with respect to Items 1 and 2 are counted.
What if I don’t return my proxy card and don’t attend the annual meeting?
If you are a holder of record (that is, your shares are registered in your own name with our transfer agent)
and you don’t vote your shares, your shares will not be voted.
If you are a beneficial owner, you hold your shares through your broker, bank or other nominee, and you do
not provide voting instructions to your broker, bank or other nominee with respect to Item 1 (the election of
directors) and Item 2 (the approval of, in a non-binding, advisory vote, the compensation paid to our named
executive officers), your shares will be considered “broker non-votes” and will not be counted in determining the
outcome of the vote. Broker non-votes will be counted for purposes of determining whether a quorum is present
to hold the annual meeting.
How do I vote?
Stockholders of record can vote as follows:
•By Internet: Stockholders may vote over the Internet at www.envisionreports.com/SIRI by following the
instructions included on your Notice. You will need the 15-digit Control Number included on the Notice
to obtain your records and to create an electronic voting instruction form.
•By Telephone: Stockholders may vote by telephone [phone]-VOTE (8683) by following the
instructions included with your Notice. You will need the 15-digit Control Number included on the
Notice in order to vote by telephone.
•At the Meeting: If you attend the annual meeting, you may vote in person by ballot, even if you have
previously returned a proxy card or otherwise voted.
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