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

Date of Report (Date of earliest event reported): June 3, 2022 (June 2, 2022)



(Exact Name of Registrant as Specified in Charter)

Delaware 001-34295 38-3916511

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)


1221 Avenue of the Americas, 35th Fl., New York, NY 10020
(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code:  (212) 584-5100
(Former Name or Former Address, if Changed Since Last Report)




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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s)

Name of each exchange on which registered


Common Stock, par value $0.001 per share SIRI The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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


On June 2, 2022, we held our 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). At the 2022 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 18, 2022 in connection with the 2022 Annual Meeting. The final voting results for the matters submitted to a vote of stockholders are as follows:


Item 1 – Election of Directors


At the 2022 Annual Meeting, the holders of our common stock elected the persons listed below as directors.


  Votes Cast For Votes Withheld Broker Non-Votes
David A. Blau 3,339,327,400 96,596,282 175,594,166
Eddy W. Hartenstein 3,417,044,909 18,878,773 175,594,166
Robin P. Hickenlooper 3,339,466,656 96,457,026 175,594,166
James P. Holden 3,417,224,356 18,699,326 175,594,166
Gregory B. Maffei 3,315,816,402 120,107,280 175,594,166
Evan D. Malone 3,403,519,701 32,403,981 175,594,166
James E. Meyer 3,341,497,117 94,426,565 175,594,166
Jonelle Procope 3,402,635,503 33,288,179 175,594,166
Michael Rapino 3,421,191,263 14,732,419 175,594,166
Kristina M. Salen 3,427,405,098 8,518,584 175,594,166
Carl E. Vogel 3,368,403,103 67,520,579 175,594,166
Jennifer C. Witz 3,418,372,746 17,550,936 175,594,166
David M. Zaslav 3,362,211,805 73,711,877 175,594,166


Item 2 – Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2022


The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2022.


    Votes Cast For   Votes Cast Against   Abstentions
    3,601,852,533   6,689,029   2,976,286



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.


  By:      /s/ Patrick L. Donnelly  
    Patrick L. Donnelly
    Executive Vice President, General
    Counsel and Secretary
 Dated: June 3, 2022    
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