XM Radio 2013 Annual Report Download - page 47

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ITEM 2 — ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION
We provide stockholders with the opportunity to cast an advisory vote to approve the compensation of our
named executive officers every three years as disclosed pursuant to the SEC’s compensation disclosure rules
(which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the
narrative disclosures that accompany the compensation tables) (a “say-on-pay proposal”). We believe it is
appropriate to seek and take into account the views of stockholders on the design and effectiveness of our
executive compensation program.
Our goal for our executive compensation program is to attract, motivate, and retain a talented,
entrepreneurial and creative team of executives who will provide leadership for success in the dynamic and
highly competitive markets in which we operate. We seek to accomplish this goal in a way that rewards
performance and is aligned with our stockholders’ long-term interests. We believe our executive compensation
program, which emphasizes long-term equity awards, satisfies this goal and is strongly aligned with the long-
term interests of stockholders.
At our 2011 annual meeting of stockholders, approximately 98% of the votes cast supported the say-on-pay
proposal. We encourage our stockholders to evaluate our executive compensation program over a multi-year
horizon and to review our named executive officers’ compensation over the past three years as reported in the
Summary Compensation Table on page 32. We have in the past been, and will in the future continue to be,
engaged with our stockholders on a number of topics and in a number of forums. We view the advisory vote on
executive compensation as an additional, but not exclusive, opportunity for our stockholders to communicate
with us regarding their views on executive compensation. Our executive compensation program has not changed
materially year-to-year and is designed to operate over a period of several years and to enhance long-term
performance.
The Compensation Discussion and Analysis, beginning on page 23 of this proxy statement, describes our
executive compensation program and the decisions made by the Compensation Committee in 2013 in more
detail.
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC,
we will request that stockholders vote to approve the following resolution at the annual meeting:
RESOLVED, that the compensation paid to the named executive officers, as disclosed in this proxy
statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the
Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that
accompany the compensation tables), is hereby approved.
As an advisory vote, this proposal is not binding on us, our board of directors or the Compensation
Committee, and will not be construed as overruling a decision by our board of directors or the Compensation
Committee or creating or implying any additional fiduciary duty for us, our board of directors or the
Compensation Committee. However, the Compensation Committee and our board of directors values the
opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when
making future compensation decisions regarding named executive officers.
Our current policy is to provide stockholders with an opportunity to approve the compensation of the named
executive officers every three years at the annual meeting of stockholders. It is expected that the next such vote
will occur at our 2017 annual meeting of stockholders.
This vote is not intended to address any specific item of compensation, but rather our executive
compensation as disclosed in this proxy statement. Accordingly, your vote will not directly affect or otherwise
limit any existing compensation or award arrangement of any of our named executive officers.
The board of directors recommends that stockholders vote “FOR” this proposal.
39