XM Radio 2011 Annual Report Download - page 27

Mr. Black — 1,379,780; Mr. Flowers — 430,130; Mr. Gilberti — 901,103; Mr. Hartenstein — 1,418,367;
Mr. Holden — 887,610; Mr. Maffei — 430,130; Mr. Malone — 430,130; Mr. Mooney — 1,379,780;
Mr. Shaw — 1,464,367; Mr. Vogel — 59,905; and Ms. Wittman — 59,905.
As chairman of the board of directors, Mr. Hartenstein receives an annual cash retainer of $100,000. The
other members of our board of directors each receive an annual cash retainer of $50,000. Each director who
serves as chair of a committee of the board of directors receives an additional annual cash retainer as follows: the
audit committee chairwoman receives $30,000; the compensation committee chairman receives $20,000; and the
nominating and corporate governance chairman receives $10,000.
In addition, each member receives $70,000 in the form of options to purchase our common stock which are
granted annually on the next business day following that year’s annual meeting of stockholders. All options to
purchase our common stock awarded to our non-employee directors vest over a four-year period, with 25%
vesting on each anniversary of the date of grant; provided that no options vest in a given year if, in the prior
calendar year, the director failed to attend at least 75% of the meetings of the board.
Any director who fails to attend at least 75% of the meetings of the board of directors in any given year
forfeits 25% of his or her compensation that is payable in cash. During 2011, all of our directors, other than
Mr. Black, attended over 75% of the meetings of our board of directors.
We also pay reasonable travel and accommodation expenses of directors in connection with their
participation in meetings of the board of directors.
STOCK OWNERSHIP
Who are the principal owners of our stock?
The following table sets forth information regarding beneficial ownership of our common stock as of
February 29, 2012 by each person known by us to be the beneficial owner of more than 5% of our outstanding
common stock. In general, “beneficial ownership” includes those shares a person has or shares the power to vote
or transfer, and options to acquire our common stock that are exercisable currently or become exercisable within
60 days. Unless otherwise indicated, we believe that the beneficial owners of the common stock listed below,
based on information furnished by these owners, have sole investment and voting power with respect to these
shares.
Shares Beneficially
Owned as of
February 29, 2012
Name and Address of Beneficial Owner of Common Stock Number Percent
Liberty Media Corporation(1) .................................... 2,586,976,761 40%
12300 Liberty Boulevard
Englewood, CO 80112
Wellington Management Company, LLP(2) ......................... 206,920,324 5.52%
280 Congress Street
Boston, MA 02210
(1) Liberty Radio LLC, an affiliate of Liberty Media Corporation, owns 12,500,000 shares of our Series B-1
Preferred Stock. Each share of our Series B-1 Preferred Stock is convertible into 206.9581409 shares of our
common stock. The number of shares shown in the table above reflects the aggregate number of shares of
our common stock into which shares of our Series B-1 Preferred Stock are convertible.
(2) Based upon a Schedule 13G filed by Wellington Management Company, LLC on February 14, 2012. As of
December 31, 2011, Wellington Management Company, LLP, in its capacity as investment advisor, may be
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