XM Radio 2013 Annual Report Download - page 10

• Sirius XM Holdings Inc. did not assume any of Sirius XM Radio Inc.’s existing debt obligations, except it
became co-obligor of its 7% Exchangeable Senior Subordinated Notes due 2014 and such Notes became
exchangeable for common stock of Sirius XM Holdings Inc. in lieu of Sirius XM Radio Inc. common
stock;
• Sirius XM Holdings Inc. assumed and agreed to perform all of Sirius XM Radio Inc.’s obligations under
its long-term incentive plans, including under various award and related agreements;
• Sirius XM Holdings Inc. assumed and agreed to perform all of Sirius XM Radio Inc.’s obligations under
its existing warrants for the issuance of common stock, with the number of shares issuable upon exercise
of such warrants, and the exercise price under such warrants, identical to the number of shares and the
exercise price in effect immediately prior to the Reorganization; and
• the business, management and directors of Sirius XM Holdings Inc., immediately following the
Reorganization were identical to the business, management and directors of Sirius XM Radio Inc.
immediately prior to the Reorganization.
This summary description of the Reorganization and its effects are qualified in its entirety by reference to
the documents and information that has been filed by us with the SEC. The terms “Sirius XM,” “we,” “us,”
“our,” and “the company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM
Radio Inc. and its consolidated subsidiaries prior to the Reorganization and to Sirius XM Holdings Inc. and its
consolidated subsidiaries after the Reorganization.
What are the voting rights of the holders of our common stock?
Each holder of our common stock is entitled to one vote per share of common stock on all matters to be
acted upon at the annual meeting.
What vote is required to approve each item?
Assuming the presence of a quorum, the 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
thirteen 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 nominee. Votes that are withheld will be
excluded entirely from the vote with respect to the nominee from whom they are withheld. Votes that are
withheld and broker non-votes (as described below) will not have any effect on the outcome of the election of the
directors because directors are elected by plurality voting but they will be counted for the purpose of determining
whether a quorum is present at the annual meeting.
The affirmative vote of the holders of a majority of the voting power of our common stock, present in
person or represented by proxy, and entitled to vote on the matter is required for Item 2 (the approval of, in a
non-binding, advisory vote, the compensation paid to our named executive officers) and Item 3 (the ratification
of the appointment of KPMG LLP as our independent registered public accountants for 2014). You may vote
“For,” “Against” or “Abstain” with respect to Items 2 and 3. For Items 2 and 3 an “Abstain” vote will have the
same effect as a vote against the proposal. Items 2 and 3 are not binding on our board of directors or the
Company.
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.
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