Sirius XM Holdings Inc. Files Definitive Proxy Statement

Ticker: SIRI · Form: DEF 14A · Filed: 2024-04-08T00:00:00.000Z

Sentiment: neutral

Topics: Sirius XM, DEF 14A, Proxy Statement, SEC Filing, Corporate Governance

TL;DR

<b>Sirius XM Holdings Inc. has filed its Definitive Proxy Statement for 2024, outlining key corporate information and executive details.</b>

AI Summary

SIRIUS XM HOLDINGS INC. (SIRI) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. Sirius XM Holdings Inc. filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024. The filing pertains to the company's proxy materials for its stockholders. The company's fiscal year ends on December 31. The filing address is 1290 Avenue of the Americas, 11th Floor, New York, NY 10104. Jennifer Witz is listed as Chief Executive Officer.

Why It Matters

For investors and stakeholders tracking SIRIUS XM HOLDINGS INC., this filing contains several important signals. This filing is a standard requirement for publicly traded companies to inform shareholders about upcoming meetings and voting matters. It provides essential details about the company's structure, leadership, and financial reporting periods, crucial for investor due diligence.

Risk Assessment

Risk Level: low — SIRIUS XM HOLDINGS INC. shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed beyond standard business operations.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand management's strategic direction and governance.

Executive Compensation

NameTitleTotal Compensation
Jennifer WitzChief Executive Officer

Key Numbers

Key Players & Entities

FAQ

When did SIRIUS XM HOLDINGS INC. file this DEF 14A?

SIRIUS XM HOLDINGS INC. filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SIRIUS XM HOLDINGS INC. (SIRI).

Where can I read the original DEF 14A filing from SIRIUS XM HOLDINGS INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SIRIUS XM HOLDINGS INC..

What are the key takeaways from SIRIUS XM HOLDINGS INC.'s DEF 14A?

SIRIUS XM HOLDINGS INC. filed this DEF 14A on April 8, 2024. Key takeaways: Sirius XM Holdings Inc. filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024.. The filing pertains to the company's proxy materials for its stockholders.. The company's fiscal year ends on December 31..

Is SIRIUS XM HOLDINGS INC. a risky investment based on this filing?

Based on this DEF 14A, SIRIUS XM HOLDINGS INC. presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate or significant new risks are being disclosed beyond standard business operations.

What should investors do after reading SIRIUS XM HOLDINGS INC.'s DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand management's strategic direction and governance. The overall sentiment from this filing is neutral.

How does SIRIUS XM HOLDINGS INC. compare to its industry peers?

Sirius XM Holdings Inc. operates in the radio broadcasting industry, providing satellite radio services.

Are there regulatory concerns for SIRIUS XM HOLDINGS INC.?

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

Industry Context

Sirius XM Holdings Inc. operates in the radio broadcasting industry, providing satellite radio services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically Section 14(a), which governs the solicitation of proxies.

What Investors Should Do

  1. Review the proxy statement for details on the annual meeting of stockholders.
  2. Examine the proposals to be voted on by shareholders, including director elections and any management or shareholder proposals.
  3. Analyze executive compensation disclosures and any related shareholder advisory votes.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard proxy statement. No comparative data from a previous filing is immediately available within this document excerpt.

Filing Stats: 4,794 words · 19 min read · ~16 pages · Grade level 10.9 · Accepted 2024-04-08 10:01:07

Key Financial Figures

Filing Documents

—ELECTION OF DIRECTORS

ITEM 1—ELECTION OF DIRECTORS 6 Biographical information about this year's nominees 7 Board Membership Diversity 14 Outside Commitments 14 What are the responsibilities of the board of directors? 15 How are the nominees for the board of directors selected? 15 What is the board's leadership structure? 16 Does the board have a lead independent director? 17 Are all of the directors required to be independent? 17 How does the board determine which directors are considered independent? 17 What are the current standing committees of the board of directors, and who are the members of these committees? 18 How often did the board and its committees meet during 2023? 20 How can stockholders communicate with the board of directors? 20 Director Compensation 20 Director Compensation Table for 2023 22 Page ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS 23 ESG Areas of Focus 23 Environmental 24 Social 24 Governance of ESG 26 STOCK OWNERSHIP 27 Who are the principal owners of our stock? 27 How much stock do our directors and executive officers own? 28 GOVERNANCE OF THE COMPANY 30 What is SiriusXM's corporate culture? 30 What is SiriusXM's process for succession planning and talent management? 30 How does the board of directors oversee our risk management process? 30 What is the Company's risk management strategy with respect to Cybersecurity 31 What is the role of the Board as it relates to Cybersecurity 32 What is the role of management as it relates to Cybersecurity 33 What are our policies and procedures for related person transactions? 33 What is the relationship between SiriusXM and Liberty Media Corporation? 34 Are there Other Agreements with Liberty Media? 35 What is the pending transaction between SiriusXM and Liberty Media Corporation? 35 Does SiriusXM have corporate governance guidelines and a code of ethics? 36

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 37 Compensation Discussion and Analysis 37 Compensation Committee Report 55 Summary Compensation Table 56 Grants of Plan-Based Awards in 2023 57 Outstanding Equity Awards at Fiscal Year-End 2023 58 Option Exercises and Stock Vested in 2023 60 Non-Qualified Deferred Compensation 61 Potential Payments or Benefits Upon Termination or Change in Control 62 2023 CEO Pay Ratio 67 Pay Versus Performance Disclosure 68

—RATIFICATION OF INDEPENDENT

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS 73 Principal Accountant Fees and Services 74 Pre-Approval Policy for Services of Independent Auditor 74 REPORT OF THE AUDIT COMMITTEE 75 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS 78 OTHER MATTERS 81 Proxy Statement Summary 2024 Annual Meeting of Stockholders WHEN ITEMS OF BUSINESS 8:30 a.m. EDT, on Wednesday, May 22, 2024 1. Election of directors—To elect David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Gregory B. Maffei, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina M. Salen, Carl E. Vogel, Jennifer C. Witz and David M. Zaslav. VIRTUAL MEETING This year's meeting can be accessed virtually at www.virtualshareholdermeeting.com/SIRI2024 2. Ratification of independent accountants—To ratify the appointment of KPMG LLP as our independent registered public accountants for 2024. 3. Such other business as may properly come before the annual meeting. RECORD DATE WHO MAY VOTE March 25, 2024 Holders of SIRI shares at the close of business on March 25, 2024. PROXY VOTING Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways: By calling 1-800-690-6903 (toll free) in the United States or Canada Online at www.proxyvote.com By returning a properly completed, signed and dated proxy card Annual Meeting Agenda and Voting Recommendations Proposal Voting Recommendation Page Reference (for more detail) Election of directors FOR EACH NOMINEE 6 Ratification of independent accountants FOR 73 1221 Avenue of the Americas 35th Floor New York, New York 10020 Proxy Statement This proxy statement contains information related to the annual meeting of stockholders of Sirius XM Holdings Inc. (the "Company," "SiriusXM," "we," "us" or "our") to be held virtually on Wednesday, May 22, 2024, beginning at 8:30 a.m. EDT, at www.virtualshareholderm

—the election of thirteen director nominees to our board (David A. Blau, Eddy W. Hartenstein,

Item 1—the election of thirteen director nominees to our board (David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Gregory B. Maffei, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina M. Salen, Carl E. Vogel, Jennifer C. Witz and David M. Zaslav);

—the ratification of the appointment of KPMG LLP as our independent registered public accountants for 2024; and

Item 2—the ratification of the appointment of KPMG LLP as our independent registered public accountants for 2024; and such other business that may properly be conducted at the annual meeting or any adjournments or postponements thereof. At the annual meeting, management will also report on our performance and respond to appropriate questions from stockholders. On March 25, 2024 (the "Record Date"), 3,846,487,839 shares of our common stock were outstanding. WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF OUR COMMON STOCK? Each holder of our common stock is entitled to one vote per share of common stock on all matters to be acted upon at the annual meeting. WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM? Assuming the presence of a quorum, the directors will be elected by the holders of a plurality of the voting power of our common stock present in person or represented by proxy and entitled to vote. This means that the thirteen director nominees who receive the most votes cast by the holders of shares of our common stock will be elected. You may vote "For" or "Withhold" with respect to each nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from whom they are withheld. Votes that are withheld and broker non-votes (as described below) will not have any effect on the outcome of the election of the directors because directors are elected by plurality voting, but votes that are withheld and shares represented by broker non-votes that are present and entitled to vote at the annual meeting will be counted for the purpose of determining whether a quorum is present at the annual meeting. 2024 PROXY STATEMENT 1 PROXY STATEMENT ABOUT THE MEETING The affirmative vote of the holders of a majority of the voting power of our common stock, present in person or represented by proxy, and entitled to vote on the matter is required for Item 2 (the ratification of the appointment of KPMG LLP as our independent registered public

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