Sirius XM Board Decides Say-on-Pay Vote Frequency

TL;DR

Sirius XM's board finally decided how often you get to vote on exec pay.

AI Summary

SIRIUS XM HOLDINGS INC. filed an 8-K/A amendment on July 23, 2025, to disclose its Board of Directors' decision regarding the frequency of non-binding stockholder advisory votes on executive compensation, known as the 'Say-on-Pay Vote'. The amendment clarifies that the Board has decided on the frequency for this advisory vote, though the specific decision on one, two, or three years is not detailed in this excerpt.

Why It Matters

This filing informs shareholders about how often they will have a non-binding vote on executive compensation, impacting corporate governance and shareholder engagement.

Risk Assessment

Risk Level: low — This is an administrative filing clarifying a procedural decision on shareholder votes, not a material event impacting the company's operations or financial health.

Key Players & Entities

• SIRIUS XM HOLDINGS INC. (company) — Filer of the 8-K/A
• Board of Directors (company) — Decision-making body for Say-on-Pay frequency
• Say-on-Pay Vote (event) — Non-binding stockholder advisory vote on executive compensation
• Say-on-Frequency Proposal (event) — Proposal regarding the frequency of the Say-on-Pay Vote

FAQ

From the Filing

0000908937-25-000017.txt : 20250723 0000908937-25-000017.hdr.sgml : 20250723 20250723164603 ACCESSION NUMBER: 0000908937-25-000017 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20250528 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20250723 DATE AS OF CHANGE: 20250723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIRIUS XM HOLDINGS INC. CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] ORGANIZATION NAME: 06 Technology EIN: 383916511 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34295 FILM NUMBER: 251143625 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-584-5100 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: SIRIUS XM RADIO INC. DATE OF NAME CHANGE: 20080805 FORMER COMPANY: FORMER CONFORMED NAME: SIRIUS SATELLITE RADIO INC DATE OF NAME CHANGE: 19991228 FORMER COMPANY: FORMER CONFORMED NAME: CD RADIO INC DATE OF NAME CHANGE: 19940203 8-K/A 1 siri-20250528.htm 8-K/A siri-20250528 0000908937 0000908937 true The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the decision of our Board of Directors (the “Board”) regarding whether non-binding stockholder advisory votes on the compensation of our named executive officers (the “Say-on-Pay Vote”) should be held every one, two, or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K. 0000908937 2025-05-28 2025-05-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): May 28, 2025   SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter)   Delaware 001-34295 93-4680139 (State or other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)   1221 Avenue of the Americas , 35th Floor , New York , NY (Address of Principal Executive Offices) 10020 (Zip Code)   Registrant’s telephone number, including area code: ( 212 ) 584-5100 Former name or former address, if changed since last report: Not Applicable   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 exchange on which registered Common stock, $0.001 par value 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.   ☐ Explanatory Note This Current Report on Form 8-K/A (this “Amend