Those that follow satellite radio already know that the annual meeting is scheduled for tomorrow. On the agenda are seats for the Board of Directors, a vote on authorization for a reverse split, a vote on adding additional authorized shares, and a vote on the accounting firm used by the company.
As with last years annual meeting, I would not expect this one to be broadcast. If you want to know what happens, you either have to attend, or know someone that does.
A few items that should be of interest include:
1. The vote on the Board of Directors is a standard vote. Unvoted shares get to be voted on by the Board.
2. The vote on the reverse split is not to approve an instantaneous reverse split, but rather to approve one if the company feels they need to have it. The authorization for a reverse split would expire on December 31st of 2009. Management has stated that the intent of this measure is to satisfy NASDAQ listing requirements if needed. Sirius XM stock needs to get above $1 per share to keep in compliance with NASDAQ. NASDAQ has passed a temporary hold on delisting that runs through mid January of 2009. If the share price is not in compliance, the company will receive notice from NASDAQ. The company can apply for an extension of 180 days, and can possibly extend that deadline further if accepted by NASDAQ. With this vote, a majority of shares are needed to pass or deny the measure. That means that 50.1% of the shares are needed by either side to determine the issue. Non-votes are counted as "no" votes regarding the measure.
3. The proposal to make the authorized share count 8,000,000,000 instead of the current 4,500,000,000 is also on the table. Like the merger vote and the reverse split vote, a 50.1% majority vote is needed to pass or defeat the measure. Non-votes are counted as "no" votes regarding this measure. The authorized share increase would happen prior to a reverse split. Thus, if a 1-50 reverse split were to happen, the 8,000,000,000 shares would become 160,000,000 authorized shares.
4. The accounting firm vote is a standard vote. Unvoted shares can be voted by the Board.
There are sure to be many issues brought up by shareholders at the meeting. With the stock price performing poorly, shareholders are frustrated and concerned. The two most important issues to the shareholders are likely to be the authorized share count, and the reverse split issue. Those issues may take the longest to determine. If the current Board wants these issues passed, and there are not enough votes either way, they can elect to extend the meeting, and try to gather more support for their side. Until such time that one side reaches 50.1%, the meeting can "continue".
These are important matters to the company as well as the shareholders. Sector followers should read their proxy and consider participation in the process.
Position - Long Sirius XM