XM Radio 2010 Annual Report Download - page 12

At the annual meeting, management will also report on our performance and respond to appropriate
questions from stockholders.
What are the voting rights of the holders of our common stock and our preferred stock?
Each holder of our common stock is entitled to one vote per share of common stock on all matters to be
acted upon at the annual meeting.
The holder of our Series B-1 Preferred Stock does not have the right to vote with the holders of our
common stock to elect the Common Stock Directors at the annual meeting. On all other matters submitted to
a vote of the holders of our common stock, the holder of our Series B-1 Preferred Stock is entitled to slightly
less than 207 votes per share of Series B-1 Preferred Stock, voting together with the holders of our common
stock as a single class. On the Record Date, 3,943,147,483 shares of our common stock were outstanding. In
addition, 12,500,000 shares of our Series B-1 Preferred Stock, representing aggregate voting power of
2,586,976,762 shares of common stock, were outstanding.
As of the Record Date, holders of our common stock held approximately 60% of the general voting
power, and holders of our Series B-1 Preferred Stock held approximately 40% of the general voting power.
General voting power refers to all securities entitled to vote at the annual meeting. With respect to an
individual proposal, voting power refers to all securities entitled to vote on that proposal.
What vote is required to approve each item?
Assuming the presence of a quorum, Common Stock 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 eight Common Stock Director Nominees who receive the most votes cast by the
holders of shares of our common stock will be elected. Abstentions and broker non-votes will have no effect
on the outcome of the election of the Common Stock Directors. You may vote “For” or “Withhold” with
respect to each Common Stock Director Nominee.
The affirmative vote of the holders of a majority of the voting power of our common stock and our
Series B-1 Preferred Stock, voting together as a single class, present in person or represented by proxy, and
entitled to vote on the matter is required for any other proposal, including the ratification of the appointment
of KPMG LLP as our independent registered public accountants, the proposal relating to the advisory vote on
executive compensation and the proposal relating to the advisory vote on the frequency of future votes on
executive compensation. You may vote “For,” “Against” or “Abstain” with respect to the ratification of the
appointment of KPMG LLP as our independent registered public accountants and the advisory vote on the
compensation paid to our named executive officers. With respect to the advisory vote on the frequency of
future advisory votes on executive compensation, you may vote for every “One Year,” “Two Years,” “Three
Years” or “Abstain.”
For all of these proposals, other than the election of directors, any “Abstain” vote will have the same
effect as a vote against the proposal, and a broker non-vote will have no effect in determining whether the
proposal relating to the advisory vote on executive compensation and the proposal relating to the advisory vote
on the frequency of future votes on executive compensation are approved because the shares subject to the
broker non-vote will not be deemed “present and entitled to vote” on the proposals.
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 as of April 5, 2011 (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. Registration and seating will begin at 8:30 a.m., New York City time.
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