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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MAY 27, 2009
To our Stockholders:
You are cordially invited to attend our Annual Meeting of
Stockholders, which will be held on Wednesday, May 27,
2009, at 9:00 a.m., New York City time, in The Auditorium
at The Equitable Center, 787 Seventh Avenue, New York, New
York 10019. The annual meeting is being held to:
1. Elect twelve directors.
2. Approve an amendment to our certificate of incorporation
to increase the number of authorized shares of our common stock
from 8,000,000,000 to 9,000,000,000 shares.
3. Approve an amendment to our certificate of incorporation
to (i) effect a reverse stock split of our common stock by
a ratio of not less than one-for-ten and not more than
one-for-fifty at any time prior to June 30, 2010, with the
exact ratio to be set at a whole number within this range to be
determined by our board of directors in its discretion, and
(ii) reduce the number of authorized shares of our common
stock as set forth in the proxy statement. 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.
4. Approve the Sirius XM Radio Inc. 2009 Long-Term Stock
Incentive Plan.
5. Ratify the appointment of KPMG LLP as our independent
registered public accountants for 2009.
6. Transact any other business, including consideration of
one stockholder proposal, that may properly come before the
meeting and any adjournments thereof.
Only stockholders of record at the close of business on
March 30, 2009 are entitled to vote at the annual meeting.
A list of stockholders entitled to vote will be available for
examination for the ten days prior to the annual meeting,
between the hours of 9:00 a.m. and 4:00 p.m., New York
City time, at our offices at 1221 Avenue of the Americas,
36th Floor, New York, New York 10020.
Whether or not you expect to attend in person, we urge you to
vote your shares via the Internet, by phone, or by signing,
dating, and returning the enclosed proxy card at your earliest
convenience. This will ensure the presence of a quorum at the
meeting. If you wish to vote your shares by mail, an addressed
envelope for which no postage is required if mailed in the
United States is enclosed.
Voting over the Internet or by telephone is fast, convenient,
and your vote is immediately confirmed and tabulated. Most
important, by using the Internet or telephone, you help us
reduce postage and proxy tabulation costs. If you received a
paper copy of the proxy materials, please do not return the
enclosed paper ballot if you are voting over the Internet or by
telephone.
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