XM Radio 2010 Annual Report Download - page 13

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 and our Series B-1 Preferred 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 thereat, present in person or
represented by proxy, may adjourn the annual meeting from time to time without notice or other announce-
ment 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?
Brokers who hold shares on behalf of their customers have the authority to vote on certain proposals
when they have not received instructions from beneficial owners. A broker is entitled to vote shares held for a
beneficial holder on routine matters, such as the ratification of the appointment of KPMG as our independent
registered public accountants, 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 certain non-routine items, such as the other proposals to be considered at the
annual meeting. 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 (election of the eight directors listed herein)
and Items 3 and 4 (relating to advisory votes on executive compensation) are counted.
What if I don’t return my proxy card and don’t attend the annual meeting?
If you are a holder of record (that is, your shares are registered in your own name with our transfer agent)
and you don’t vote your shares, your shares will not be voted.
If you are a beneficial owner (that is you hold your shares through your broker, bank or other nominee)
and you do not provide voting instructions to your broker, bank or other nominee with respect to Item 1
(election of directors) and Items 3 and 4 (relating to advisory votes on executive compensation), the votes will
be considered “broker non-votes” and will not be counted in determining the outcome of the vote. “Broker
non-votes” will be counted as present for purposes of determining whether enough votes are present to hold
the annual meeting.
How do I vote?
Stockholders of record can vote as follows:
•By Internet: Stockholders may vote through the Internet at www.proxyvoting.com/siri by following the
instructions included on your Notice or proxy card. You will need the 12-digit Control Number
included on the Notice or proxy card to obtain your records and to create an electronic voting
instruction form.
•By Telephone: Stockholders may vote by telephone [phone] by following the instructions
included with your proxy card. You will need the 12-digit Control Number included on the proxy card
in order to vote by telephone.
•By Mail: Stockholders who received a proxy card along with a proxy statement from us or requested
a proxy card from us, may sign, date and return their proxy cards in the pre-addressed, postage-paid
envelope that is provided.
•At the Meeting: If you attend the annual meeting, you may vote in person by ballot, even if you have
previously returned a proxy card or otherwise voted.
If your shares are held in “street name,” you may also submit voting instructions to your bank, broker or
other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please
refer to information from your bank, broker or other nominee on how to submit voting instructions. The
deadline for voting by telephone or electronically is 11:59 p.m., New York City time, on Tuesday, May 24,
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