SIRIUS XM Radio Announces Results of Voting at 2008 Annual Meeting of Stockholders
NEW YORK, Dec. 18 /PRNewswire-FirstCall/ -- SIRIUS XM Radio (Nasdaq: SIRI) announced today that its stockholders approved the four proposals considered at its Annual Meeting of Stockholders, held today.
(Logo: http://www.newscom.com/cgi-bin/prnh/20080819/NYTU044LOGO)
At the Annual Meeting, SIRIUS XM stockholders voted to re-elect the existing Board of Directors, which consists of Joan L. Amble, Leon D. Black, Lawrence F. Gilberti, Eddy W. Hartenstein, James P. Holden, Chester A. Huber, Jr., Mel Karmazin, John W. Mendel, James F. Mooney, Gary Parsons, Jack Shaw and Jeffrey D. Zients.
SIRIUS XM stockholders also approved two amendments to the Company's certificate of incorporation. The first amendment increases the number of authorized shares of SIRIUS XM common stock from 4,500,000,000 shares to 8,000,000,000 shares. The second amendment permits the Board of Directors of SIRIUS XM at any time prior to December 31, 2009 to effect a reverse stock split of SIRIUS XM common stock by a ratio of not less than one-for-ten and not more than one-for-fifty, with the exact ratio to be determined by the SIRIUS XM Board of Directors at its discretion. The second amendment also allows for a reduction of the number of authorized shares of SIRIUS XM common stock as described in the proxy statement for the Annual Meeting.
Finally, stockholders ratified the appointment of KPMG LLP as the independent auditors of the company for the fiscal year ending December 31, 2008.
The final results of the voting are expected to be filed with the Securities and Exchange Commission as part of the company's Annual Report on Form 10-K for the year ending December 31, 2008.
Total shares represented at the meeting were 2,821,080,936, representing approximately 87.07% of the total shares outstanding as of the record date, October 20, 2008.
About SIRIUS XM Radio
SIRIUS XM Radio is America's satellite radio company delivering commercial-free music channels, premier sports, news, talk, entertainment, traffic and weather, to more than 18.9 million subscribers.
SIRIUS XM Radio has content relationships with an array of personalities and artists, including Howard Stern, Martha Stewart, Oprah Winfrey, Jimmy Buffett, Jamie Foxx, Barbara Walters, Opie & Anthony, The Grateful Dead, Willie Nelson, Bob Dylan, Dale Earnhardt Jr., Tom Petty, and Bob Edwards. SIRIUS XM Radio is the leader in sports programming as the Official Satellite Radio Partner of the NFL, Major League Baseball, NASCAR, NBA, NHL, and PGA TOUR, and broadcasts major college sports.
SIRIUS XM Radio has arrangements with every major automaker. SIRIUS XM Radio products are available at shop.sirius.com and shop.xmradio.com, and at retail locations nationwide, including Best Buy, RadioShack, Target, Sam's Club, and Wal-Mart.
SIRIUS XM Radio also offers SIRIUS Backseat TV, the first ever live in-vehicle rear seat entertainment featuring Nickelodeon, Disney Channel and Cartoon Network; XM NavTraffic(R) service for GPS navigation systems delivers real-time traffic information, including accidents and road construction, for more than 80 North American markets.
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the business combination transaction involving SIRIUS and XM, including potential synergies and cost savings and the timing thereof, future financial and operating results, the combined company's plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," or words of similar meaning. Such forward-looking statements are based upon the current beliefs and expectations of SIRIUS' and XM's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond the control of SIRIUS and XM. Actual results may differ materially from the results anticipated in these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statement: general business and economic conditions; the performance of financial markets and interest rates; the failure to realize synergies and cost-savings from the merger or delay in realization thereof; the businesses of SIRIUS and XM may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected. Additional factors that could cause SIRIUS' and XM's results to differ materially from those described in the forward-looking statements can be found in SIRIUS' and XM's Annual Reports on Form 10-K for the year ended December 31, 2007 and their respective Quarterly Reports on Form 10-Q for the quarter ended September 30, 2008, which are filed with the Securities and Exchange Commission (the "SEC") and available at the SEC's Internet site (http://www.sec.gov). The information set forth herein speaks only as of the date hereof, and SIRIUS and XM disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this communication.
G-SIRI
Contacts for SIRIUS XM Radio:
Media Relations Investor Relations
Patrick Reilly Paul Blalock
212-901-6646 212-584-5174
PReilly@siriusradio.com PBlalock@siriusradio.com
Kelly Sullivan Hooper Stevens
Joele Frank, Wilkinson Brimmer Katcher 212-901-6718
212-355-4449 HStevens@siriusradio.com
KSullivan@joelefrank.com
SOURCE SIRIUS XM Radio
Released December 18, 2008