XM Radio 2011 Annual Report Download - page 15

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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
2013 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 13, 2012.
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
2013 Annual Meeting of Stockholders, such a proposal must be received by the Corporate Secretary on or after
February 21, 2013 but no later than March 13, 2013. In the event that the date of the 2013 Annual Meeting is
advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of the 2012 Annual
Meeting of Stockholders, notice must be delivered no earlier than the 90th day prior to the 2013 Annual Meeting
and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day
following the day on which public announcement of the date of the 2013 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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