XM Radio 2015 Annual Report Download - page 36

investments. The preferred stock was convertible into approximately 40% of our outstanding shares
of common stock (after giving effect to such conversion).
In September 2012, Liberty Radio, LLC converted 6,249,900 shares of its preferred stock into
1,293,467,684 shares of our common stock. In January 2013, the Federal Communications
Commission granted Liberty Media approval to acquire de jure control of us and Liberty Radio, LLC
converted its remaining preferred stock into 1,293,509,076 shares of our common stock. As a result
of these conversions of preferred stock and additional purchases of our common stock, Liberty
Media then beneficially owned, directly and indirectly, over 50% of our outstanding common stock.
Three individuals who are affiliated with Liberty Media, either as executives or members of the
board of directors of Liberty Media, are members of our board of directors. Gregory B. Maffei, the
President and Chief Executive Officer of Liberty Media, is the Chairman of our board of directors.
As a result, Liberty Media has the ability to control our affairs, policies and operations, such as
the appointment of management, future issuances of our common stock or other securities, the
payment of dividends, if any, on our common stock, the incurrence of debt by us, amendments to
our certificate of incorporation and by-laws and the entering into of extraordinary transactions, and
their interests may not in all cases be aligned with the interests of other stockholders. In addition,
Liberty Media can determine the outcome of all matters requiring general stockholder approval and
has the ability to cause or prevent a change of control of our Company or a change in the
composition of our board of directors and could preclude any unsolicited acquisition of our
Company. The concentration of ownership could deprive stockholders of an opportunity to receive a
premium for their common stock as part of a sale of our Company and might ultimately affect the
market price of our common stock.
Does Sirius XM have corporate governance guidelines and a code of ethics?
Our board of directors adopted the Guidelines which set forth a flexible framework within which
the board, assisted by its committees, directs our affairs. The Guidelines cover, among other things,
the composition and functions of our board of directors, director independence, management
succession and review, committee assignments and selection of new members of our board of
directors.
Our board of directors has also adopted a Code of Ethics, which is applicable to all our
directors and employees, including our chief executive officer, principal financial officer and principal
accounting officer.
Our Guidelines and the Code of Ethics are available on our website at
http://investor.siriusxm.com under “Corporate Governance” and in print to any stockholder who
provides a written request for either document to our Corporate Secretary. If we amend or waive
any provision of the Code of Ethics with respect to our directors, chief executive officer, principal
financial officer or principal accounting officer, we will post the amendment or waiver at this location
on our website.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive
compensation program for our Chief Executive Officer, our Chief Financial Officer and our three
other most highly compensated executive officers named in our Summary Compensation Table. We
refer to these five officers throughout this CD&A and the accompanying tables as our “named
executive officers.”
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