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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. Stockholder
Proposal
RESOLVED, that stockholders of Sirius XM Satellite Radio urge
the board of directors to adopt a policy that Sirius XM
Satellite Radio stockholders be given the opportunity at each
annual meeting of stockholders to vote on an advisory
resolution, to be proposed by Sirius XM Satellite Radio’s
management, to ratify the compensation of the named executive
officers (“NEOs”) set forth in the proxy
statement’s Summary Compensation Table (the
“SCT”) and the accompanying narrative disclosure of
material factors provided to understand the SCT (but not the
Compensation Discussion and Analysis). The proposal submitted to
stockholders should make clear that the vote is non-binding and
would not affect any compensation paid or awarded to any NEO.
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