SiriusXM Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$SIRI
Broadcasting
Consumer Discretionary
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): May 30, 2025 (May 28, 2025 )
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Registrant’s telephone number, including area code: (212 ) 584-5100
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 28, 2025, Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”) held our 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, stockholders voted on the matters disclosed in our definitive Proxy Statement filed with the Securities and Exchange Commission on April 14, 2025 in connection with the 2025 Annual Meeting. The final voting results for the matters submitted to a vote of stockholders are as follows:
Item 1 – Election of Directors
The holders of our common stock elected the persons listed below as Class I directors.
| Votes Cast For | Votes Withheld | Broker Non-Votes | |||||||||
| Eddy W. Hartenstein | 231,630,624 | 9,682,630 | 48,283,943 | ||||||||
| Kristina M. Salen | 233,512,072 | 7,801,182 | 48,283,943 | ||||||||
| Jennifer C. Witz | 234,754,382 | 6,558,872 | 48,283,943 | ||||||||
Item 2 – Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers
The holders of our common stock determined in a non-binding advisory vote that a stockholder vote to approve the compensation paid to our named executive officers (a “Say-on-Pay” vote”) should occur every year. We intend to file an amendment to this Form 8-K within 150 days after the 2025 Annual Meeting, and no less than 60 days prior to the deadline for submission of shareholder proposals under Rule 14a-8 as disclosed in the proxy statement for the 2025 Annual Meeting, that will contain the decision of our Board of Directors regarding the frequency with which we will conduct future Say-on-Pay votes.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 236,271,288 | 463,517 | 4,045,748 | 532,701 | 48,283,943 | ||||||||||
Item 3 – Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2025
The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2025.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 285,874,257 | 3,054,551 | 668,389 | N/A | ||||||||
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 hereunto duly authorized.
| SIRIUS XM HOLDINGS INC. | ||||||||
| By: | /s/ Richard N. Baer | |||||||
| Richard N. Baer Executive Vice President, General Counsel and Secretary | ||||||||
Dated: May 30, 2025