UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2010 (May 27, 2010)

SIRIUS XM RADIO INC.
(Exact Name of Registrant as Specified in Charter)

 

 

 

 

 

Delaware

 

001-34295

 

52-1700207

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

 

 

1221 Avenue of the Americas, 36th Fl., New York, NY

 

10020

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

 

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 5.07   Submission of Matters to a Vote of Security Holders

          On May 27, 2010, we held our annual meeting of stockholders. At the annual meeting, stockholders voted on the matters contained in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2010 (the “Proxy Statement”). The final results for each matter submitted to a vote of stockholders are as follows:

 

 

Item 1 – 

Election of Directors

          At the annual meeting, the holders of our common stock and our Series A Convertible Preferred Stock, voting together as a single class, elected the persons listed below as common stock directors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

Joan L. Amble

 

 

837,561,943

 

 

29,619,099

 

 

17,188,454

 

 

1,838,792,045

 

Leon D. Black

 

 

408,528,344

 

 

458,481,167

 

 

17,359,985

 

 

1,838,792,045

 

Lawrence F. Gilberti

 

 

682,957,065

 

 

184,293,489

 

 

17,118,942

 

 

1,838,792,045

 

Eddy W. Hartenstein

 

 

847,884,390

 

 

19,474,711

 

 

17,010,395

 

 

1,838,792,045

 

James P. Holden

 

 

684,519,658

 

 

183,118,792

 

 

16,731,046

 

 

1,838,792,045

 

Mel Karmazin

 

 

855,065,564

 

 

19,226,385

 

 

10,077,547

 

 

1,838,792,045

 

James F. Mooney

 

 

839,662,079

 

 

28,131,598

 

 

16,575,819

 

 

1,838,792,045

 

Jack Shaw

 

 

684,777,290

 

 

182,758,646

 

 

16,833,560

 

 

1,838,792,045

 

          Our Convertible Perpetual Preferred Stock, Series B-1 (the “Series B-1 Preferred Stock”), does not have the right to vote with the holders of our common stock and Series A Convertible Preferred Stock on the election of common stock directors. The holder of the Series B-1 Preferred Stock is entitled to designate and elect members of our board of directors pursuant to the Certificate of Designations of the Series B-1 Preferred Stock. Currently, the holder of the Series B-1 Preferred Stock has designated John C. Malone, Gregory B. Maffei and David J.A. Flowers to serve as members of our board of directors until their successors are duly elected and qualified.

 

 

Item 2 – 

Adoption of Rights Plan

          The holders of our common stock, our Series A Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, approved a short-term rights plan designed to preserve certain potential tax benefits.

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

 

 

 

 

 

Common Stock, Series A Convertible Preferred Stock and Series B-1 Preferred Stock, voting as a single class

 

 

3,392,831,756

 

 

70,146,313

 

 

8,368,189

 

2


 

 

Item 3 –

 Extend our Board of Directors Authority (through the Approval of an Amendment to our Certificate of Incorporation) to Effect a Reverse Stock Split and to Reduce the Number of Authorized Shares of Our Common Stock

          The holders of our common stock, our Series A Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, and the holders of our common stock, voting as a separate class, also approved 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-two and not more than one-for-twenty-five at any time prior to June 30, 2011, 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

 

 

 

 

 

Common Stock, Series A Convertible Preferred Stock and Series B-1 Preferred Stock, voting as a class

 

 

4,976,493,790

 

 

308,257,802

 

 

25,386,711

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock, voting as a separate class

 

 

2,384,555,236

 

 

308,257,802

 

 

25,386,711

 

 

 

Item 4 –

 Ratification of Independent Registered Public Accountants

          The holders of our common stock, our Series A Convertible Preferred Stock and our Series B-1 Preferred Stock, voting together as a single class, ratified the appointment of KPMG LLP as our independent registered public accountants.

 

 

 

 

 

 

 

 

 

 

 

 

 

Votes Cast For

 

Votes Cast Against

 

Abstentions

 

 

 

 

 

 

Common Stock, Series A Convertible Preferred Stock and Series B-1 Preferred Stock, voting as a single class

 

 

5,250,561,396

 

 

29,477,606

 

 

30,099,301

 

3

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

SIRIUS XM RADIO INC.

 

 

 

 

By: 

/s/ Patrick L. Donnelly

 

 

 

 

 Patrick L. Donnelly

 

 

 Executive Vice President, General

 

 

 Counsel and Secretary

 

 

 

Dated: June 1, 2010

 

 

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