XM Radio 2011 Annual Report Download - page 16

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ITEM 1 — ELECTION OF COMMON STOCK DIRECTORS
Eight Common Stock Directors will be elected at the annual meeting. Currently, there are thirteen members
of our board of directors — eight Common Stock Directors and five Preferred Stock Directors. John C. Malone,
Gregory B. Maffei, David J.A. Flowers, Vanessa A. Wittman and Carl E. Vogel have been elected as Preferred
Stock Directors. The Nominating and Corporate Governance Committee of our board of directors has nominated
the eight Common Stock Director Nominees listed below after consideration of such individual’s qualifications,
contributions to the company and other reasons discussed in this proxy statement.
The Nominating and Corporate Governance Committee believes that a well functioning board includes a
diverse group of individuals that bring a variety of complementary skills and experiences. Although our board of
directors does not have a formal policy with regard to the consideration of diversity in identifying directors,
diversity is one of the factors that the Nominating and Corporate Governance Committee may, pursuant to its
charter, take into account in identifying director candidates. The Nominating and Corporate Governance
Committee generally considers each Common Stock Director Nominee in the broad context of the overall
composition of our board of directors with a view toward constituting a board that, as a body, possesses the
appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or
skills that led the Nominating and Corporate Governance Committee to conclude that our Common Stock
Director Nominees should serve on the board are generally described in the biographical information below. The
experience, qualifications, attributes or skills of the Preferred Stock Directors are also described below.
Set forth below are the eight Common Stock Director Nominees to be elected by the holders of our common
stock to serve until the next annual meeting of stockholders or until their respective successors have been duly
elected and qualified and the five Preferred Stock Directors that will serve until their respective successors have
been duly elected and qualified pursuant to the Certificate of Designations for the Series B-1 Preferred Stock.
To be elected as a director, each Common Stock Director Nominee must receive a plurality of the votes cast
by the holders of our common stock.
Should any Common Stock Director Nominee become unable or unwilling to accept election, the proxy
holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may
nominate or designate. Each Common Stock Director Nominee has expressed his or her intention to serve as a
director if elected.
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