XM Radio 2010 Annual Report Download - page 30

Stock are outstanding, we need the consent of the holder of the Series B-1 Preferred Stock for certain actions,
including:
• the grant or issuance of our equity securities;
• any merger or consolidation, or any sale of all or substantially all of our assets;
• any acquisition or disposition of assets other than in the ordinary course of business above certain
thresholds;
• the incurrence of debt in amounts greater than a stated threshold;
• engaging in a business different than the business currently conducted by us; and
• amending our certificate of incorporation or by-laws in a manner that materially adversely affects the
holders of the preferred stock.
The preferred stock, with respect to dividend rights, ranks on parity with our common stock, and with
respect to rights on liquidation, winding-up and dissolution, ranks senior to our common stock. Dividends on
the preferred stock are payable, on a non-cumulative basis, as and if declared on our common stock, in cash,
on an as-converted basis.
Issuance of the Preferred Stock
On March 6, 2009, we issued 1,000,000 shares of our Series B-1 Preferred Stock and 11,500,000
nonvoting shares of Convertible Perpetual Preferred Stock, Series B-2 (the “Series B-2 Preferred Stock”) as
provided in the Investment Agreement referred to above. All of the shares of our Series B-2 Preferred Stock
were converted into 11,500,000 shares of Series B-1 Preferred Stock on April 21, 2009. The rights, preferences
and privileges of the preferred stock are described in the Certificate of Designations. A summary of the terms
of the Certificate of Designations is described above. The foregoing description of the Certificate of
Designations does not purport to be a complete description of all of the terms of such Certificate of
Designations and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is
filed as Exhibit 3.1 to the Current Report on Form 8-K dated March 6, 2009 filed with the Securities and
Exchange Commission.
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.
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