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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Preferred
Stock Director Designees
Gregory B. Maffei, age 48, has been a director since
March 2009. Mr. Maffei has been the Chief Executive Officer
and President of Liberty Media Corporation since February 2006
and a director of Liberty Media Corporation since November 2005.
Mr. Maffei served as CEO-Elect of Liberty Media Corporation
from November 2005 through February 2006. Mr. Maffei served
as President and CFO of Oracle Corporation from June 2005 until
November 2005. Mr. Maffei served as Chairman and Chief
Executive Officer of 360networks from January 2000 until June
2005. Previously he served as CFO of Microsoft and Chairman of
Expedia. Mr. Maffei is also a director of DirecTV Group,
Inc. and Electronics Arts, Inc.
John C. Malone, age 68, has been a director since
April 2009. Mr. Malone has been Chairman of the Board and a
director of Liberty Media Corporation since March 2006. Prior to
that, Mr. Malone was Chairman of the Board and a director
of Liberty Media LLC, the predecessor of Liberty Media
Corporation, from 1994 to May 2006. He was Chief Executive
Officer of Liberty Media LLC from August 2005 to February 2006.
Mr. Malone served as Chairman of the Board of
Telecommunications, Inc., or TCI, from November 1996 to March
1999; and Chief Executive Officer of TCI from January 1994 to
March 1997. Mr. Malone is Chairman of the Board of Liberty
Global, Inc., Chairman of the Board of DirecTV Group, Inc. and a
director of Discovery Communications, Inc., IAC/InterActiveCorp,
and Expedia, Inc.
David J.A. Flowers, age 54, has been a director since
April 2009. Mr. Flowers has been a Senior Vice President
and the Treasurer of Liberty Media Corporation since March 2006.
Prior to that, he was a Senior Vice President of Liberty Media
LLC, the predecessor of Liberty Media Corporation, since October
2000 and
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Treasurer of Liberty Media LLC since April 1997.
Mr. Flowers served as a Vice President of Liberty Media LLC
from June 1995 to October 2000. Mr. Flowers also serves as
a director of Internal Leisure Group, Inc.
Our board of directors has approved, and is hereby soliciting
stockholder approval of, an amendment to our certificate of
incorporation to increase the number of authorized shares of our
common stock from 8,000,000,000 shares to
9,000,000,000 shares in the form set forth in
Appendix A to this proxy statement (the “Share
Increase Amendment”).
We currently have 8,000,000,000 shares of our common stock
authorized for issuance. On the record date, we had outstanding
approximately 3.856 billion shares of our common stock,
approximately 2.6 billion shares of our common stock were
issuable upon conversion of our preferred stock, and
approximately 650 million shares of our common stock were
issuable based on convertible debt instruments, warrants,
options and other stock-based awards. Our board of directors
believes that the availability of additional authorized shares
will provide us with the flexibility in the future to issue
shares of our common stock for general corporate purposes, such
as raising additional capital and settling outstanding
obligations, acquisitions of companies or assets and sales of
stock or securities convertible into or exercisable for common
stock. We believe that this will provide us with additional
flexibility to meet business and financing needs as they arise.
Our board of directors will determine whether, when and on what
terms the issuance of shares of our common stock may be
warranted in connection with any future actions. No further
action or authorization by our stockholders will be necessary
before issuance of the additional shares of our common stock
authorized under our certificate of incorporation, except as may
be required for a particular transaction by applicable law or
regulatory agencies or by the rules of the Nasdaq or any other
stock market or exchange on which our common stock may then be
listed.
The additional shares of common stock, if issued, would have the
same rights and privileges as the shares of common stock now
issued. Any issuance of additional shares of common stock would
increase the number of outstanding shares of common stock and
(unless such issuance was pro-rata among existing stockholders)
the percentage ownership of existing stockholders would be
diluted accordingly.
To the extent we are unable to refinance our debt at maturity on
attractive terms, we may choose to issue shares of common stock
in satisfaction thereof. From June 2009 through December 2010,
approximately $512.3 million of our debt and our
subsidiaries’ debt is due to mature.
Although an increase in the authorized shares of our common
stock could, under certain circumstances, also be construed as
having an anti-takeover effect (for example, by permitting
easier dilution of the stock ownership of a person seeking to
effect a change in the composition of the board of directors or
contemplating a tender offer or other transaction resulting in
our acquisition by another company), the proposed increase in
shares authorized is not in response to any effort by any person
or group to accumulate our common stock or to obtain control of
us by any means. In addition, the proposal is not part of any
plan by our board of directors to recommend or implement a
series of anti-takeover measures.
The proposed increase in the authorized shares of our common
stock would become effective immediately upon the filing of the
Share Increase Amendment with the office of the Secretary of
State of the State of Delaware. We expect to file the Share
Increase Amendment in this Item 2 with the Secretary of
State of the State of Delaware promptly upon approval by our
stockholders and in any event prior to effecting any reverse
stock split and share decrease authorized by Item 3.
The affirmative vote of the holders of a majority of voting
power of our common stock, our Series A Convertible
Preferred Stock and our
Series B-1
Preferred Stock, voting together as a single class, and of
holders of a majority of the voting power of our common stock,
voting as a separate class, will be required to approve the
Share Increase Amendment. Approval by stockholders of this
Item 2 is not conditioned upon approval of Item 3;
conversely, approval by stockholders of Item 3 is not
conditioned upon approval of this Item 2.
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The board of directors unanimously recommends a vote
“FOR” the proposal to amend 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.
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