• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SiriusXM Holdings Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

    2/18/25 4:10:22 PM ET
    $SIRI
    Broadcasting
    Consumer Discretionary
    Get the next $SIRI alert in real time by email
    false 0000908937 0000908937 2025-02-17 2025-02-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): February 18, 2025 (February 17, 2025)

     

    SIRIUS XM HOLDINGS INC.

    (Exact Name of Registrant as Specified in Charter)

     

    Delaware 001-34295 93-4680139

    (State or 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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     

    On February 17, 2025, our subsidiary, Sirius XM Radio LLC, entered into an Employment Agreement (the “Employment Agreement”) with Richard N. Baer to serve as our new Executive Vice President, General Counsel and Secretary. The term of the Employment Agreement will begin on March 3, 2025 (the “Effective Date”) and end on March 4, 2028. At the end of this initial term and on each succeeding March 4th, the term of the Employment Agreement will be automatically extended by one additional year, unless either party has given the other written notice of nonrenewal.

     

    Richard N. Baer, age 67, served as Chief Legal Officer of Airbnb, Inc., the operator of an online marketplace for short-and-long-term homestays and experiences, from October 2019 to December 2023. Prior to Airbnb, Mr. Baer served as Chief Legal Officer of Liberty Media Corporation, a media, entertainment, and sports company that owns interests in a variety of businesses; Liberty Interactive Corporation, a company that owned and operated a variety of digital commerce businesses; and various affiliated public companies from 2012 to 2019. Mr. Baer also served as Executive Vice President and Chief Legal Officer of UnitedHealth Group Incorporated, the health-care company, from May 2011 to December 2012. He served as Executive Vice President and General Counsel of Qwest Communications International Inc., a telecommunications company that provided voice, video, and data services, from December 2002 to April 2011 and as Chief Administrative Officer of Qwest from August 2008 to April 2011.

     

    Pursuant to the Employment Agreement, Mr. Baer’s annual base salary will be $1,000,000. The Employment Agreement entitles Mr. Baer to participate in any bonus plan generally applicable to our executive officers and provides for an annual target bonus equal to 150% of his base salary. We have agreed to pay Mr. Baer a one-time cash sign-on bonus of $500,000. This sign on bonus is repayable by Mr. Baer in full if he terminates his employment without Good Reason (as defined in the Employment Agreement), or is terminated by us for Cause (as defined in the Employment Agreement), prior to the first anniversary of the Effective Date.

     

    The Employment Agreement provides, in the case of certain qualifying terminations (which does not include the failure to renew the Employment Agreement at the end of the initial term or any renewal term), for continuation of his health insurance benefits for eighteen months and life insurance benefits for twelve months and for a lump sum severance payment in an amount equal to the sum of (i) Mr. Baer’s annual base salary, and (ii) the greater of Mr. Baer’s target bonus opportunity for the year in which his termination occurs or the last annual bonus paid (or due and payable) to him. In the case of certain qualifying terminations (which does not include the failure to renew the Employment Agreement at the end of the initial term or any renewal term), we are also obligated to pay him a pro-rated bonus for the year in which the termination occurs (based on actual achievement of applicable performance criteria) and any earned but unpaid bonus for the year prior to the termination. Our obligation to provide these severance benefits is subject to Mr. Baer’s execution of an effective release of claims against us. The Employment Agreement also contains other provisions, including confidentiality and non-competition restrictions, as well as a compensation clawback to the extent required by our policies or applicable law, regulations or stock exchange listing requirements.

     

    2

     

     

    In connection with the Employment Agreement, on the Effective Date (the “Grant Date”), we have agreed to grant Mr. Baer:

     

    ·     time-based restricted stock units (“RSUs”) having a grant value of $1,500,000. This time-based RSU award will vest in equal installments on the first, second and third anniversaries of the Grant Date.

     

    ·     time-based RSUs having a grant value of $2,000,000. This time-based RSU award will vest in equal installments on the first two anniversaries of the Grant Date.

     

    ·     performance-based RSUs having a grant value of $1,500,000. This performance-based RSU award will cliff vest if we achieve a three year cumulative free cash flow target (the “Performance Target”) set by the Compensation Committee of the Board of Directors (the “Compensation Committee”) for the period starting January 1, 2025 and ending December 31, 2027. The number of performance-based RSUs that will be eligible to vest will be based on our level of achievement of the Performance Target and may be modified by the “TSR Performance Metric”. The TSR Performance Metric is the three-year total shareholder return (“TSR”) of Sirius XM Holdings Inc. (“Holdings”) relative to the other entities in the S&P 1500 Media & Entertainment Index (the “TSR Index”) as in effect on January 1, 2025. Achievement against the TSR Performance Metric will be determined by the percentile rank of Holdings’ TSR relative to the TSR of each other entity in the TSR Index at the end of the performance period. The vesting of these performance-based RSUs will be subject to Mr. Baer remaining employed full-time with us through the third anniversary of the Grant Date.

     

    Starting in 2026, and continuing for the remainder of the term of the Employment Agreement, Mr. Baer will be eligible for additional equity-based compensation awards based on his and our performance. Such annual grants, including the amounts, terms and conditions for such grants, are subject to approval by the Compensation Committee. Such annual grants, if any, will take place at the same time that equity grants are provided to our other management-level employees.

     

    Each of the awards will be subject to acceleration or termination under certain circumstances consistent with the terms of equity awards granted to our other executive officers. In addition, if we provide notice to Mr. Baer that we do not intend to renew the Employment Agreement at the end of the initial term or any renewal term, then Mr. Baer would not be entitled to any cash severance benefits but all equity-based awards then held by Mr. Baer will be subject to acceleration at the designated “target” level of performance.

     

    Additional information about the benefit plans and programs generally available to our executive officers is included in the Proxy Statement for our 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on April 8, 2024.

     

    The foregoing description is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K.

     

    3

     

     

    Item 7.01. Regulation FD Disclosure

     

    On February 18, 2025, we issued a press release announcing the hiring of Mr. Baer described in Item 5.02 above. A copy of that press release is furnished as Exhibit 99.1.

     

    The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

     

    Item 9.01.Statements and Exhibits

     

    (d)               Exhibits.

     

    Exhibit Number   Description of Exhibit
         
    10.1   Employment Agreement, dated as of February 17, 2025, between Sirius XM Radio LLC and Richard N. Baer
         
    99.1   Press release dated February 18, 2025  
         
    104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

     

    4

     

     

    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: February 18, 2025

     

    5

     

    Get the next $SIRI alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $SIRI

    DatePrice TargetRatingAnalyst
    4/9/2025$27.00Neutral → Buy
    Seaport Research Partners
    12/11/2024Buy → Neutral
    Seaport Research Partners
    10/24/2024$23.00Underperform
    BofA Securities
    10/9/2024$20.00Underweight
    JP Morgan
    9/24/2024$23.00Underweight
    Morgan Stanley
    9/18/2024$30.00Neutral → Buy
    Guggenheim
    7/25/2024$2.80Neutral → Sell
    Citigroup
    6/24/2024$4.25 → $3.25Underperform → In-line
    Evercore ISI
    More analyst ratings

    $SIRI
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13G/A filed by SiriusXM Holdings Inc.

      SC 13G/A - SIRIUS XM HOLDINGS INC. (0000908937) (Subject)

      11/12/24 5:45:20 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • Amendment: SEC Form SC 13G/A filed by SiriusXM Holdings Inc.

      SC 13G/A - SIRIUS XM HOLDINGS INC. (0000908937) (Subject)

      11/4/24 10:47:14 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SEC Form SC 13G filed by SiriusXM Holdings Inc.

      SC 13G - SIRIUS XM HOLDINGS INC. (0000908937) (Subject)

      9/19/24 10:41:55 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary

    $SIRI
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • SiriusXM to Present at the J.P. Morgan 53rd Annual Global Technology, Media, and Communications Conference

      NEW YORK, May 5, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) today announced that Jennifer Witz, Chief Executive Officer, is scheduled to present on May 13, 2025, at 10:10 am ET at the J.P. Morgan 53rd Annual Global Technology, Media, and Communications Conference in Boston, MA. A webcast of the presentation will be available on the Investor Relations section of the SiriusXM website at https://investor.siriusxm.com. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subsc

      5/5/25 4:30:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SiriusXM Reports First Quarter 2025 Operating and Financial Results

      NEW YORK, May 1, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) today reported its operating and financial results for the first quarter of 2025. The full earnings release is available on the Investor Relations section of the company's website at https://investor.siriusxm.com. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora; an expansive podcast network; and a sui

      5/1/25 7:00:00 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SiriusXM Declares Quarterly Cash Dividend

      NEW YORK, April 16, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) today announced that its Board of Directors declared a quarterly cash dividend of $0.27 per share of common stock. This regular quarterly dividend is payable in cash on May 28, 2025, to stockholders of record at the close of business on May 9, 2025. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora;

      4/16/25 5:00:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary

    $SIRI
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Sirius XM upgraded by Seaport Research Partners with a new price target

      Seaport Research Partners upgraded Sirius XM from Neutral to Buy and set a new price target of $27.00

      4/9/25 7:55:13 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • Sirius XM downgraded by Seaport Research Partners

      Seaport Research Partners downgraded Sirius XM from Buy to Neutral

      12/11/24 8:23:56 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • BofA Securities resumed coverage on Sirius XM with a new price target

      BofA Securities resumed coverage of Sirius XM with a rating of Underperform and set a new price target of $23.00

      10/24/24 6:36:40 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary

    $SIRI
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • EVP and CFO Barry Thomas D covered exercise/tax liability with 1,744 shares, decreasing direct ownership by 1% to 158,872 units (SEC Form 4)

      4 - SIRIUS XM HOLDINGS INC. (0000908937) (Issuer)

      5/5/25 6:02:34 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • Director Sud Anjali was granted 1,161 shares (SEC Form 4)

      4 - SIRIUS XM HOLDINGS INC. (0000908937) (Issuer)

      5/5/25 6:02:35 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SEC Form 3 filed by new insider Sud Anjali

      3 - SIRIUS XM HOLDINGS INC. (0000908937) (Issuer)

      3/31/25 4:08:03 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary

    $SIRI
    Financials

    Live finance-specific insights

    See more
    • SiriusXM Declares Quarterly Cash Dividend

      NEW YORK, April 16, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) today announced that its Board of Directors declared a quarterly cash dividend of $0.27 per share of common stock. This regular quarterly dividend is payable in cash on May 28, 2025, to stockholders of record at the close of business on May 9, 2025. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of Pandora;

      4/16/25 5:00:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SiriusXM to Report First Quarter 2025 Operating and Financial Results

      NEW YORK, March 31, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) will release its first quarter 2025 operating and financial results on Thursday, May 1, and will hold an investor call that same day at 8:00 a.m. ET. A live webcast will be available on the SiriusXM Investor Relations website at https://investor.siriusxm.com. To participate by telephone, please dial 877.407.4019 (Toll-free) or +1 201.689.8337 (Local) 10 minutes prior to the start of the call and ask to be connected to the SiriusXM conference call. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertai

      3/31/25 4:30:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SiriusXM Declares Quarterly Cash Dividend

      NEW YORK, Jan. 22, 2025 /PRNewswire/ -- SiriusXM (NASDAQ:SIRI) today announced that its Board of Directors declared a quarterly cash dividend of $0.27 per share of common stock. This regular quarterly dividend is payable in cash on February 25, 2025, to stockholders of record at the close of business on February 7, 2025. About Sirius XM Holdings Inc.SiriusXM is the leading audio entertainment company in North America with a portfolio of audio businesses including its flagship subscription entertainment service SiriusXM; the ad-supported and premium music streaming services of

      1/22/25 4:30:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary

    $SIRI
    Leadership Updates

    Live Leadership Updates

    See more

    $SIRI
    SEC Filings

    See more
    • SiriusXM Announces Appointment of Anjali Sud to Board of Directors

      Vice Chairman James E. Meyer to Step Down from Board NEW YORK, March 20, 2025 /PRNewswire/ -- Sirius XM Holdings Inc. (NASDAQ:SIRI) today announced the appointment of a new independent director, Anjali Sud, to the company's Board of Directors. Sud is an accomplished executive at the intersection of media, technology, and entertainment. She currently serves as Chief Executive Officer for Tubi (www.tubi.tv), Fox Corporation's (NASDAQ:FOXA, FOX)) free ad-supported streaming service. Prior to joining Tubi, Sud served as Chief Executive Officer of Vimeo, a global online video platf

      3/20/25 4:10:00 PM ET
      $FOX
      $FOXA
      $SIRI
      Broadcasting
      Industrials
      Consumer Discretionary
    • SiriusXM Appoints Richard N. Baer as Executive Vice President, General Counsel and Secretary

      NEW YORK, Feb. 18, 2025 /PRNewswire/ -- Sirius XM Holdings Inc. (NASDAQ:SIRI) today announced the appointment of Richard N. Baer as Executive Vice President, General Counsel and Secretary, effective March 3, 2025. Baer succeeds Patrick Donnelly who, as previously announced, is retiring. Baer is an accomplished attorney and business advisor with over 40 years of experience. Most recently, Baer served as Chief Legal Officer at Airbnb, Inc., where he oversaw its legal, community policy and ethics and compliance functions. Prior to joining Airbnb, Baer served as chief legal office

      2/18/25 4:00:00 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • Arm Holdings plc to Join the Nasdaq-100 Index® Beginning June 24, 2024

      NEW YORK, June 13, 2024 (GLOBE NEWSWIRE) -- Nasdaq (NASDAQ:NDAQ) today announced that Arm Holdings plc (NASDAQ:ARM), will become a component of the Nasdaq-100 Index® (NASDAQ:NDX), the Nasdaq-100 Equal Weighted™ Index (NASDAQ:NDXE), the Nasdaq-100 Tech Sector™ Index (NASDAQ:NDXT), the Nasdaq-100 Technology Sector Market-Cap Weighted™ Index (NASDAQ:NDXTMC), and the Nasdaq-100 Technology Sector Adjusted Market-Cap Weighted™ Index (NASDAQ:NDXT) prior to market open on Monday, June 24, 2024. Arm Holdings plc will replace Sirius XM Holdings Inc. (NASDAQ:SIRI) in the Nasdaq-100 Index® and the Nasdaq-100 Equal Weighted™ Index. Sirius XM will also be removed from the Nasdaq-100 Ex-Tech Sector™ Inde

      6/13/24 8:00:00 PM ET
      $ARM
      $NDAQ
      $SIRI
      Semiconductors
      Technology
      Investment Bankers/Brokers/Service
      Finance
    • SEC Form 10-Q filed by SiriusXM Holdings Inc.

      10-Q - SIRIUS XM HOLDINGS INC. (0000908937) (Filer)

      5/1/25 9:27:49 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SiriusXM Holdings Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

      8-K - SIRIUS XM HOLDINGS INC. (0000908937) (Filer)

      5/1/25 7:58:08 AM ET
      $SIRI
      Broadcasting
      Consumer Discretionary
    • SEC Form DEFA14A filed by SiriusXM Holdings Inc.

      DEFA14A - SIRIUS XM HOLDINGS INC. (0000908937) (Filer)

      4/14/25 4:02:13 PM ET
      $SIRI
      Broadcasting
      Consumer Discretionary