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SIRI > SEC Filings for SIRI > Form 8-K on 24-May-2012All Recent SEC Filings

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Form 8-K for SIRIUS XM RADIO INC.


24-May-2012

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

On Tuesday, May 22, 2012, we held our annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in our definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2012. The final voting results for the matters submitted to a vote of stockholders are as follows:

Item 1 - Election of Common Stock Directors



At the annual meeting, the holders of our common stock elected the persons
listed below as common stock directors.

                           Votes Cast For  Votes Cast Against  Broker Non-Votes
      Joan L. Amble        1,314,936,993         152,661,673     1,629,665,622
      Leon D. Black          512,411,779         955,186,887     1,629,665,622
      Lawrence F. Gilberti 1,072,515,113         395,083,553     1,629,665,622
      Eddy W. Hartenstein  1,417,014,485          50,584,181     1,629,665,622
      James P. Holden      1,116,065,905         351,532,761     1,629,665,622
      Mel Karmazin         1,407,785,376          59,813,290     1,629,665,622
      James F. Mooney      1,349,614,296         117,984,370     1,629,665,622
      Jack Shaw            1,115,576,299         352,022,367     1,629,665,622

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 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. The holder of the Series B-1 Preferred Stock has designated John C. Malone, Gregory B. Maffei, David J.A. Flowers, Carl E. Vogel and Vanessa A. Wittman to serve as members of our board of directors until their successors are duly elected and qualified.

Item 2 - Ratification of Independent Registered Public Accountants

The holders of our common 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 5,641,047,320 27,864,278 15,329,452


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