SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Submission of Matters to a Vote of Security Holders

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SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07.

Submission of Matters to a Vote of Security
Holders.

On May 18, 2017, we held our 2017 Annual Meeting of Stockholders
(the 2017 Annual Meeting). At the 2017 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 4, 2017 in connection with the 2017
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.

Votes Cast For Votes Withheld Broker Non-Votes
Joan L. Amble 3,770,593,413 4,695,150 683,170,881
George W. Bodenheimer 3,751,335,223 23,953,340 683,170,881
Mark D. Carleton 3,538,644,418 236,644,145 683,170,881
EddyW.Hartenstein 3,739,694,067 35,594,496 683,170,881
James P. Holden 3,746,966,911 28,321,652 683,170,881
Gregory B. Maffei 3,518,647,825 256,640,738 683,170,881
Evan D. Malone 3,737,037,744 38,250,819 683,170,881
James E. Meyer 3,769,795,334 5,493,229 683,170,881
James F. Mooney 3,755,808,284 19,480,279 683,170,881
Carl E. Vogel 3,585,823,597 189,464,966 683,170,881
Vanessa A. Wittman 3,770,588,092 4,700,471 683,170,881
David M. Zaslav 3,558,785,537 216,502,964 683,170,881

Item 2 Advisory Vote on Executive Compensation

The holders of our common stock approved, in a non-binding
advisory vote, the compensation paid to our named executive
officers as disclosed in the Proxy Statement.

Votes Cast For VotesCastAgainst Abstentions Broker Non-Votes
3,544,050,972 227,447,621 3,789,970 683,170,881

Item 3 Frequency of Advisory Vote on Executive
Compensation

The advisory vote on the frequency of future advisory votes on
executive compensation received the following votes.

1year 2years 3years Abstain Broker Non-Votes
274,931,800 16,363,596 3,480,910,347 3,082,820 683,170,881

Based upon the results set forth above, the Board has determined
to hold an advisory vote on the compensation of our named
executive officers every three years until the next required vote
on the frequency of advisory votes on executive compensation. We
are required to hold votes on the frequency of advisory votes on
executive compensation every six years.

Item 4 Ratification of Appointment of KPMG LLP as Our
Independent Registered Public Accountants for 2017

The holders of our common stock ratified the appointment of KPMG
LLP as our independent registered public accountants for 2017.

Votes Cast For VotesCastAgainst Abstentions
4,436,587,167 14,920,778 6,951,499


SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) Recent Trading Information

SIRIUS XM HOLDINGS INC. (NASDAQ:SIRI) closed its last trading session up +0.05 at 4.91 with 32,711,100 shares trading hands.

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