XM Radio 2015 Annual Report Download - page 12

What vote is required to approve each item?
Assuming the presence of a quorum, the directors will be elected by the holders of a plurality
of the voting power of our common stock present in person or represented by proxy and entitled to
vote. This means that the twelve director nominees who receive the most votes cast by the holders
of shares of our common stock will be elected. You may vote “For” or “Withhold” with respect to
each nominee. Votes that are withheld will be excluded entirely from the vote with respect to the
nominee from whom they are withheld. Votes that are withheld and broker non-votes (as described
below) will not have any effect on the outcome of the election of the directors because directors are
elected by plurality voting, but votes that are withheld and broker non-votes will be counted for the
purpose of determining whether a quorum is present at the annual meeting.
The affirmative vote of the holders of a majority of the voting power of our common stock,
present in person or represented by proxy, and entitled to vote on the matter is required for Item 2
(the ratification of the appointment of KPMG LLP as our independent registered public accountants
for 2016). You may vote “For,” “Against” or “Abstain” with respect to Item 2. Abstentions will have
the effect as a vote against this proposal, and there will be no broker non-votes with respect to this
proposal, as brokers may vote shares with respect to this proposal in the absence of client
instructions. Item 2 is not binding on our board of directors or the Company.
When will voting results be available?
We will announce preliminary voting results at the annual meeting. We will report final results in
a Current Report on Form 8-K filed with the SEC shortly after the annual meeting.
Who can attend the annual meeting?
Subject to space availability, all stockholders 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 will be allowed to enter the meeting
and only those with proof of stock ownership as of the Record Date will be allowed to vote at the
meeting. Proof of ownership will be any statement from a 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, 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 2 (the ratification of the appointment of KPMG LLP as our independent registered public
accountants for 2016), 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 non-routine items, such as Item 1 (the election of
directors). 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 Item 1 is counted.
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