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 5, 2023 (June 1, 2023)

 

SIRIUS XM HOLDINGS INC.

(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
N/A
(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 1, 2023, we held our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 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 21, 2023 in connection with the 2023 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 2023 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 3,340,025,011 81,099,422 232,954,243
Eddy W. Hartenstein 3,398,379,566 22,744,867 232,954,243
Robin P. Hickenlooper 3,339,704,619 81,419,814 232,954,243
James P. Holden 3,396,112,626 25,011,807 232,954,243
Gregory B. Maffei 3,313,607,657 107,516,776 232,954,243
Evan D. Malone 3,388,515,009 32,609,424 232,954,243
James E. Meyer 3,334,425,892 86,698,541 232,954,243
Jonelle Procope 3,388,446,336 32,678,097 232,954,243
Michael Rapino 3,405,179,519 15,944,914 232,954,243
Kristina M. Salen 3,411,019,644 10,104,789 232,954,243
Carl E. Vogel 3,395,489,709 25,634,724 232,954,243
Jennifer C. Witz 3,406,062,907 15,061,526 232,954,243
David M. Zaslav 3,342,688,548 78,435,885 232,954,243

 

Item 2 – Advisory Vote on Executive Compensation

 

The holders of our common stock approved, in a non-binding advisory vote, the compensation paid to our named executive officers as disclosed in the Proxy Statement.

 

Votes Cast For   Votes Cast Against   Abstentions Broker Non-Votes
           
3,365,287,548   52,488,610   3,348,275 232,954,243

 

Item 3 – Frequency of Advisory Vote on Executive Compensation

 

The non-binding advisory vote on the frequency of future advisory votes on executive compensation received the following votes:

 

1 Year 2 Years 3 Years Abstentions

Broker Non-Votes

 

3,287,633,698 2,533,624 128,416,455 2,540,656 232,954,243

 

Based upon the results set forth above, our Board of Directors (the “Board”) has determined to hold a non-binding advisory vote on the compensation of our named executive officers every three years until the next required vote on the frequency of advisory votes on executive compensation, or until the Board otherwise determines a different frequency for such

 

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non-binding advisory vote. We are required to hold votes on the frequency of advisory votes on executive compensation every six years.

 

Item 4 – Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2023

 

The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2023.

 

    Votes Cast For   Votes Cast Against   Abstentions
             
    3,639,780,966   11,243,606   3,054,104

 

 

 

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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 HOLDINGS INC.

 

 

 

By:  /s/ Patrick L. Donnelly

       Patrick L. Donnelly

 Executive Vice President, General

 Counsel and Secretary

 

 

Dated: June 5, 2023

 

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