|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Required
Vote and Recommendation
The affirmative vote of the holders of a majority of the 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
Reverse Stock Split Amendment. Approval by stockholders of this
Item 3 is not conditioned upon approval of Item 2;
conversely, approval by stockholders of Item 2 is not
conditioned upon approval of this Item 3.
The board of directors unanimously recommends a vote
“FOR” the proposal to amend 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 any time
prior to June 30, 2010, with the exact ratio to be
determined by our board of directors and to reduce the number of
authorized shares as set forth in Item 3 above.
Our board of directors has adopted the Sirius XM Radio Inc. 2009
Long-Term Stock Incentive Plan (referred to herein as the
“Plan”), subject to the approval of our stockholders.
If the Plan is approved by our stockholders, no future equity
awards will be made pursuant to the Amended and Restated Sirius
Satellite Radio 2003 Long-Term Incentive Plan, the XM Satellite
Radio Holdings Inc. 2007 Stock Incentive Plan and the XM
Satellite Radio Holdings Inc. Talent Option Plan (collectively,
the “Predecessor Plans”). The Plan, if approved, will
expire in 2019.
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. Required
Vote and Recommendation
The affirmative vote of the holders of a majority of the
outstanding shares of common stock entitled to vote at the
annual meeting will be required to approve the Reverse Stock
Split Amendment. Approval by stockholders of this Item 3 is
not conditioned upon approval of Item 2; conversely,
approval by stockholders of Item 2 is not conditioned upon
approval of this Item 3.
The board of directors unanimously recommends a vote
“FOR” the proposal to amend 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 any time
prior to December 31, 2009, with the exact ratio to be
determined by our board of directors and to reduce the number of
authorized shares as set forth in Item 3 above.
The board of directors has selected KPMG LLP as our independent
registered public accountants for 2008. As such, KPMG will audit
and report on our financial statements for the fiscal year
ending December 31, 2008.
Representatives of KPMG are expected to be present at the annual
meeting. They will have an opportunity to make a statement if
they desire to do so and are expected to be available to respond
to appropriate questions.
As part of our merger integration process, on September 23,
2008, the audit committee of our board of directors approved the
engagement of KPMG as our independent registered public
accounting firm. Since 1997, KPMG has performed the audit of XM
Satellite Radio Holdings Inc., which became our subsidiary upon
the closing of our merger on July 28, 2008. During our two
most recent fiscal years and any subsequent interim period prior
to the engagement of KPMG, neither we nor anyone on our behalf
consulted with KPMG, regarding either (i) the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on our financial statements or (ii) any matter
that was either the subject of a “disagreement” or a
“reportable event.”
Effective as of September 23, 2008, we dismissed
Ernst & Young LLP as our independent auditors. This
action was approved by the audit committee of our board of
directors.
Table of Contents
The reports of Ernst & Young on our financial
statements for the fiscal years ended December 31, 2007 and
2006 did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During the years ended December 31, 2007 and 2006 and
through September 23, 2008, there were no disagreements
with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Ernst & Young, would
have caused it to make reference to the subject matter of the
disagreements in connection with its report, nor were there any
“reportable events” as such term as described in
Item 304(a)(1)(v) of
Regulation S-K,
promulgated under the Securities Exchange Act of 1934, as
amended.
We requested Ernst & Young to review the disclosures
contained in the preceding three paragraphs and asked
Ernst & Young to furnish us with a letter addressed to
the SEC stating whether it agreed with those statements
contained herein. We filed a copy of Ernst &
Young’s letter as an exhibit to a Current Report on
Form 8-K
dated September 25, 2008.
The board of directors unanimously recommends a vote
“FOR” the ratification of KPMG LLP as our independent
registered public accountants for 2008.
Table of Contents
| EXCERPTS ON THIS PAGE:
RELATED TOPICS for SIRI: |
| |||||||
