Sirius XM (SIRI) Proxy filing summary

Executive summary

• Achieved Fortune 500 debut and delivered $8.56B in revenue, $2.67B in Adjusted EBITDA, and $1.26B in free cash flow for 2025, surpassing expectations and highlighting strong cash generation and business durability.

• Expanded content offerings, deepened partnerships, and enhanced in-car and digital experiences, including broader adoption of 360L and new app features.

• Became the #1 podcast network in the U.S. by weekly reach, with podcast ad revenue up 41% and significant cost savings realized.

• Strengthened leadership with new director and executive appointments, and outlined a clear strategy for 2026 focused on stable subscribers, advertising growth, and cash flow optimization.

Voting matters and shareholder proposals

• Shareholders to vote on: election of three Class I and three Class II directors for one-year terms; advisory vote on executive compensation; approval of Amendment No. 1 to the 2024 Long-Term Stock Incentive Plan (adding 7.2M shares and extending plan term); ratification of KPMG LLP as independent auditors for 2026; and other business.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is declassifying, moving to annual elections for all directors by 2027.

• Board consists of ten members with diverse backgrounds and expertise; 70% are independent, 40% female, and 20% underrepresented minorities.

• Board committees: Audit, Compensation, and Nominating & Governance, all with defined responsibilities and independence standards.

• Lead Independent Director role established; annual review of director independence.

• Succession planning and talent management are board priorities, with annual reviews.