On May 31, 2018, our subsidiary, Sirius XM Radio Inc., entered into a new employment agreement with Dara F. Altman, and on June 1, 2018, Sirius XM Radio Inc. entered into a new employment agreement with David J. Frear (the “Employment Agreements”). Ms. Altman’s Employment Agreement provides for her continued service as our Executive Vice President and Chief Administrative Officer and Mr. Frear’s Employment Agreement provides for his continued service as our Senior Executive Vice President and Chief Financial Officer, in each case through May 31, 2021. Each Employment Agreement is substantially similar to the executive’s existing employment agreement, other than with respect to certain economic changes described below.

Ms. Altman’s Employment Agreement specifies an annual base salary of $625,000, and Mr. Frear’s Employment Agreement specifies an annual base salary of $1,400,000. The Employment Agreements also provide each executive with an opportunity to earn an annual bonus in an amount determined based on the achievement of performance goals. The Employment Agreements do not provide for a specified annual bonus target opportunity.

The Employment Agreements provide, in the case of certain qualifying terminations of employment, for a lump sum severance payment in an amount equal to the executive’s annual base salary plus the last annual bonus paid (or due and payable) to the executive, as well as continued health insurance benefits for eighteen months and continued life insurance benefits for twelve months. In addition, Ms. Altman is entitled to continued access to our health insurance benefits, at her expense, for an additional eighteen months. Our obligation to pay severance is subject to the executive’s execution of an effective release of claims against us.

We granted Ms. Altman an option to purchase 962,806 shares of our common stock, as well as 190,141 time-based restricted stock units and 380,282 performance-based restricted stock units. The option granted to Ms. Altman has an exercise price equal to $7.10 per share. We granted Mr. Frear an option to purchase 2,238,802 shares of our common stock, as well as 424,328 time-based restricted stock units and 848,656 performance-based restricted stock units. The option granted to Mr. Frear has an exercise price equal to $7.07 per share. Each option and time-based restricted stock unit award vests in equal annual amounts over three years. Each performance-based restricted stock unit award vests based upon the achievement of applicable performance conditions, subject to continued employment for three years. Each of these awards is subject to acceleration or termination under certain circumstances.

The Employment Agreements also contain other provisions consistent with the existing employment agreements, including confidentiality and non-competition restrictions, as well as a compensation clawback to the extent required by applicable law, regulations or stock exchange listing requirement, or any company policy adopted thereto.

The foregoing descriptions are qualified in their entirety by the Employment Agreements attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K.

On June 5, 2018, we held our 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). At the 2018 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 23, 2018 in connection with the 2018 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 annual meeting, the holders of our common stock elected the persons listed below as directors.

Item 2 – Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2018

The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2018.

(d) Exhibits.

SIRIUS XM HOLDINGS INC. Exhibit
EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EMPLOYMENT AGREEMENTThis EMPLOYMENT AGREEMENT (this “Agreement”),…
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