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This excerpt taken from the SIRI DEF 14A filed Apr 30, 2009. What vote
is required to approve each item?
Assuming the presence of a quorum, the twelve Common Stock
Directors who receive the most votes from the holders of shares
of our common stock and our Series A Convertible Preferred
Stock for their election will be elected, i.e., the
affirmative vote of the holders of a plurality of the shares of
common stock and Series A Convertible Preferred Stock
voting at the annual meeting is required for the election of the
Common Stock Directors, voting together as a single class.
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 to 9,000,000,000 shares requires the
affirmative vote 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 a
majority of holders of our common stock, voting as a separate
class. As a result, abstentions and broker non-votes will have
the same effect as negative votes.
Approval of an amendment to our certificate of incorporation to
effect a reverse stock split of our outstanding common stock at
a ratio of not less than one-for-ten and not more than
one-for-fifty, with the exact ratio to be set at a whole number
within this range to be determined by our board of directors,
together with the reduction in the number of authorized shares
of our common stock as set forth in Item 3 below, requires
the affirmative vote 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 a
majority of holders of our common stock, voting as a separate
class. As a result, abstentions and broker non-votes will have
the same effect as negative votes.
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, present, in
person or by proxy, and entitled to vote at the annual meeting
is required to ratify the appointment of KPMG LLP as our
independent registered public accountants, to approve the Sirius
XM Radio Inc. 2009 Long-Term Stock Incentive Plan and to act
upon any other matter that may properly come before the meeting.
Table of Contents
This excerpt taken from the SIRI DEF 14A filed Nov 4, 2008. What vote
is required to approve each item?
The affirmative vote of a plurality of the votes cast at the
meeting is required for the election of directors. A properly
executed proxy marked “Withhold Authority” with
respect to the election of one or more directors will not be
voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
Approval to amend our certificate of incorporation to increase
the number of authorized shares of our common stock from
4,500,000,000 to 8,000,000,000 shares requires the
affirmative vote of a majority of the outstanding shares of
common stock. As a result, abstentions and broker non-votes will
have the same effect as negative votes.
Approval to amend our certificate of incorporation to effect a
reverse stock split of our outstanding common stock at a ratio
of not less than one-for-ten and not more than one-for-fifty,
with the exact ratio to be set at a whole number within this
range to be determined by our board of directors, together with
the reduction in the number of authorized shares of our common
stock as set forth in Item 3 below, requires the
affirmative vote of a majority of the outstanding shares of
common stock. As a result, abstentions and broker non-votes will
have the same effect as negative votes.
Table of Contents
An affirmative vote of a majority of all the votes cast is
needed to ratify the appointment of KPMG LLP as our independent
registered public accountants.
This excerpt taken from the SIRI DEF 14A filed Apr 23, 2007. What
vote is required to approve each item?
The affirmative vote of a plurality of the votes cast at the
meeting is required for the election of directors. A properly
executed proxy marked “Withhold Authority” with
respect to the election of one or more directors will not be
voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum. An affirmative vote of a majority of all the
votes cast is needed to ratify the appointment of
Ernst & Young LLP as our independent registered public
accountants.
This excerpt taken from the SIRI DEF 14A filed Apr 20, 2005. What vote is required to approve each item? The affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. | EXCERPTS ON THIS PAGE:
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