XM Radio 2008 Annual Report Download - page 109

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 27, 2009
To our Stockholders:
You are cordially invited to attend our Annual Meeting of Stockholders, which will be held on
Wednesday, May 27, 2009, at 9:00 a.m., New York City time, in The Auditorium at The Equitable Center,
787 Seventh Avenue, New York, New York 10019. The annual meeting is being held to:
1. Elect twelve directors.
2. Approve an amendment to our certificate of incorporation to increase the number of authorized
shares of our common stock from 8,000,000,000 to 9,000,000,000 shares.
3. Approve an amendment to our certificate of incorporation to (i) effect a reverse stock split of our
common stock by a ratio of not less than one-for-ten and not more than one-for-fifty at any time prior to
June 30, 2010, with the exact ratio to be set at a whole number within this range to be determined by our
board of directors in its discretion, and (ii) reduce the number of authorized shares of our common stock
as set forth in the proxy statement. Our stockholders approved an amendment to our certificate of
incorporation at our 2008 annual meeting of stockholders held on December 18, 2008 to authorize an
amendment to our certificate of incorporation to effect a reverse stock split, increase the number of
authorized shares under our certificate of incorporation following a reverse stock split, and provide for
certain other actions described herein. Approval of this amendment to our certificate of incorporation
would extend previous authority to effect a reverse stock split to June 30, 2010 from December 31, 2009.
4. Approve the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan.
5. Ratify the appointment of KPMG LLP as our independent registered public accountants for 2009.
6. Transact any other business, including consideration of one stockholder proposal, that may
properly come before the meeting and any adjournments thereof.
Only stockholders of record at the close of business on March 30, 2009 are entitled to vote at the annual
meeting. A list of stockholders entitled to vote will be available for examination for the ten days prior to the
annual meeting, between the hours of 9:00 a.m. and 4:00 p.m., New York City time, at our offices at
1221 Avenue of the Americas, 36th Floor, New York, New York 10020.
Whether or not you expect to attend in person, we urge you to vote your shares via the Internet, by
phone, or by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will
ensure the presence of a quorum at the meeting. If you wish to vote your shares by mail, an addressed
envelope for which no postage is required if mailed in the United States is enclosed.
Voting over the Internet or by telephone is fast, convenient, and your vote is immediately confirmed
and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and
proxy tabulation costs. If you received a paper copy of the proxy materials, please do not return the
enclosed paper ballot if you are voting over the Internet or by telephone.
If You Plan to Attend
Please note that space limitations make it necessary to limit attendance to stockholders. Admission
to the meeting will be on a first-come, first-served basis. Stockholders holding stock in brokerage
accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock
ownership as of the record date to enter the meeting. Cameras, recording devices and other electronic
equipment will not be permitted in the meeting.
By Order of the Board of Directors,
PATRICK L. DONNELLY
Executive Vice President, General Counsel and Secretary
New York, New York
April 30, 2009