|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. General
Our board of directors has approved, and is hereby soliciting
stockholder approval of, an amendment to our certificate of
incorporation to effect a reverse stock split at a ratio of not
less than one-for-ten and not more than one-for-fifty in the
form set forth in Appendix B, to this proxy statement (the
“Reverse Stock Split Amendment”).
Our stockholders approved an amendment to our certificate of
incorporation at our 2008 annual meeting of stockholders held on
December 18, 2008 to authorize an amendment to our
certificate of incorporation to effect a reverse stock split,
increase the number of authorized shares under our certificate
of incorporation following a reverse stock split, and provide
for certain other actions described herein. Approval of this
amendment to our certificate of incorporation would extend
previous authority to effect a reverse stock split to
June 30, 2010 from December 31, 2009. If stockholders
approve this Item 3, this approval will supersede the
approval we received to amend our certificate of incorporation
to effect a reverse stock split at our 2008 annual meeting of
stockholders on December 18, 2008.
A vote FOR this Item 3 will constitute approval of the
Reverse Stock Split Amendment providing for the combination of
any whole number of shares of common stock between and including
ten and fifty into one share of common stock and will grant our
board of directors the authority to select which of the approved
exchange ratios within that range will be implemented. If
stockholders approve this proposal, our board of directors will
have the authority, but not the obligation, in its sole
discretion and without further action on the part of the
stockholders, to select one of the approved reverse stock split
ratios and effect the approved reverse stock split by filing the
Reverse Stock Split Amendment with the Secretary of State of the
State of Delaware at any time after the approval of the Reverse
Stock Split Amendment. If the Reverse Stock Split Amendment has
not been filed with the Secretary of State of the State of
Delaware by the close of business on June 30, 2010, the
board of directors will have no authority to effectuate the
Reverse Stock Split Amendment. If the reverse stock split is
implemented, the Reverse Stock Split Amendment also would reduce
the number of authorized shares of our common stock as set forth
below but would not change the par value of a share of our
common stock. Except for any changes as a result of the
treatment of fractional shares, each stockholder will hold the
same percentage of common stock outstanding immediately prior to
the reverse stock split as such stockholder held immediately
prior to the reverse stock split.
Our board of directors believes that stockholder approval of an
exchange ratio range (rather than an exact exchange ratio)
provides the board with maximum flexibility to achieve the
purposes of the reverse stock split. If the stockholders approve
this Item 3, the reverse stock split will be effected, if
at all, only upon a determination by the board of directors that
the reverse stock split is in the company’s and the
stockholders’ best interests at that time. In connection
with any determination to effect the reverse stock split, the
board of directors will set the time for such a split and select
a specific ratio within the range. These determinations will be
made by the board of directors with the intention to create the
greatest marketability for our common stock based upon
prevailing market conditions at that time.
The board of directors reserves its right to elect to abandon
the reverse stock split if it determines, in its sole
discretion, that this proposal is no longer in the best
interests of the company and its stockholders.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. General
Our board of directors has approved, and is hereby soliciting
stockholder approval of, an amendment to our certificate of
incorporation to effect a reverse stock split at a ratio of not
less than one-for-ten and not more than one-for-fifty in the
form set forth in Appendix B, to this proxy statement (the
“Reverse Stock Split Amendment”). A vote FOR this
Item 3 will constitute approval of the Reverse Stock Split
Amendment providing for the combination of any whole number of
shares of common stock between and including ten and fifty into
one share of common stock and will grant our board of directors
the authority to select which of the approved exchange ratios
within that range will be implemented. If stockholders approve
this proposal, our board of directors will have the authority,
but not the obligation, in its sole discretion and without
further action on the part of the stockholders, to select one of
the approved reverse stock split ratios and effect the approved
reverse stock split by filing the Reverse Stock Split Amendment
with the Secretary of State of the State of Delaware at any time
after the approval of the Reverse Stock Split Amendment. If the
Reverse Stock Split Amendment has not been filed with the
Secretary of State of the State of Delaware by the close of
business on December 31, 2009, the board of directors will
abandon the Reverse Stock Split Amendment. If the reverse stock
split is implemented, the Reverse Stock Split Amendment also
would reduce the number of authorized shares of our common stock
as set forth below but would not change the par value of a share
of our common stock. Except for any changes as a result of the
treatment of fractional shares, each stockholder will hold the
same percentage of common stock outstanding immediately prior to
the reverse stock split as such stockholder held immediately
prior to the reverse stock split.
Our board of directors believes that stockholder approval of an
exchange ratio range (rather than an exact exchange ratio)
provides the board with maximum flexibility to achieve the
purposes of the reverse stock split. If the stockholders approve
Item 3, the reverse stock split will be effected, if at
all, only upon a determination by the board of directors that
the reverse stock split is in the company’s and the
stockholders’ best interests at that time. In connection
with any determination to effect the reverse stock split, the
board of directors will set
Table of Contents
the time for such a split and select a specific ratio within
the range. These determinations will be made by the board of
directors with the intention to create the greatest
marketability for our common stock based upon prevailing market
conditions at that time.
The board of directors reserves its right to elect to abandon
the reverse stock split if it determines, in its sole
discretion, that this proposal is no longer in the best
interests of the company and its stockholders.
This excerpt taken from the SIRI 10-K filed Mar 1, 2007. General. The Committee shall have the authority, at the time of grant of any Award described in Sections 6 through 10 (other than Options and
Stock Appreciation Rights granted with an exercise price or grant price, as the case may be, equal to or greater than the Fair Market Value per Share on the date of grant), to designate such Award as a Performance Compensation Award in order to
qualify such Award as “performance-based compensation” under Section 162(m) of the Code.
(b) | EXCERPTS ON THIS PAGE:
|
| |||||||
