XM Radio 2013 Annual Report Download - page 14
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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 each individual’s qualifications, contributions to the company and other reasons discussed in
this proxy statement.
The Nominating and Corporate Governance Committee believes that a well-functioning board includes a
diverse group of individuals who 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 2015 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 consented to serve as a director if elected.
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