XM Radio 2010 Annual Report Download - page 15
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Please find page 15 of the 2010 XM Radio annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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How will my proxy vote my shares?
Your proxy will vote according to your instructions. If you complete your proxy card but do not indicate
how you would like your shares voted, your proxy will vote in accordance with the recommendation of our
board of directors.
Who is soliciting my proxy, and who will pay the costs of the solicitation?
SIRIUS XM is soliciting your proxy. The cost of soliciting proxies will be borne by SIRIUS XM, which
has engaged MacKenzie Partners, Inc. to assist in the distribution and solicitation of proxies. We have agreed
to pay MacKenzie $10,000 and reimburse the firm for its reasonable out-of-pocket expenses. We will also
reimburse brokerage firms, banks and other custodians for their reasonable out-of-pocket expenses for
forwarding these proxy materials to you. Our directors, officers and employees may solicit proxies on our
behalf by telephone or in writing.
When, and how, do I submit a proposal for next year’s annual meeting of stockholders?
Under the SEC’s rules and regulations, any stockholder desiring to submit a proposal to be included in
our 2012 proxy statement must submit such proposal to us in writing at our principal executive offices located
at: 1221 Avenue of the Americas, 36th Floor, New York, New York 10020, to the attention of the Corporate
Secretary, no later than the close of business on December 30, 2011.
Our By-laws provide for advance notice provisions. The By-laws require the timely notice of certain
information to be provided by any stockholder who proposes director nominations or any other business for
consideration at a stockholders’ meeting. Failure to deliver a proposal in accordance with the procedures
discussed above and in the By-laws may result in the proposal not being deemed timely received. To be
timely, notice of a director nomination or any other business for consideration at a stockholders’ meeting must
be received by our Corporate Secretary at our principal executive offices not less than 70 days nor more than
90 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our
2012 Annual Meeting of Stockholders, such a proposal must be received by the Corporate Secretary on or
after February 25, 2012 but no later than March 16, 2012. In the event that the date of the 2012 Annual
Meeting is advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of the
2011 Annual Meeting of Stockholders, notice must be received no earlier than the 90th day prior to such
annual meeting and not later than the 70th day prior to such annual meeting or the 10th day following the day
on which public announcement of the date of the 2012 Annual Meeting of Stockholders is first made. In
addition, the date for timely notice specified in this paragraph shall be the earlier of the date calculated above
or the date specified in paragraph (c)(1) of Rule 14a-4 of the Exchange Act.
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