XM Radio 2011 Annual Report Download - page 12

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, 3,788,436,591 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 April 2, 2012 (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, the 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. You may vote “For” or “Withhold” with respect to each Common
Stock Director Nominee. Votes that are withheld will be excluded entirely from the vote with respect to the
nominee from which they are withheld and will have the same effect as an abstention. Votes that are withheld
will not have any effect on the outcome of the election of the Common Stock Directors. Broker non-votes will
have no effect on the outcome of the election of the Common Stock Directors.
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. You may vote “For,” “Against” or “Abstain” with
respect to the ratification of the appointment of KPMG LLP as our independent registered public accountants.
For proposals, other than the election of directors, any “Abstain” vote will have the same effect as a vote against
the proposal.
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 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.
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 announcement until a quorum
is present or represented. Abstentions and broker non-votes are counted as present for purposes of determining a
quorum.
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