SIRIUS XM HOLDINGS INC

For the period ended May 22, 2024. Filed Apr 8, 2024.

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May 22, 2024 · Filed Apr 8, 2024

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SIRI$32.40-2.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Sirius XM Holdings Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Jennifer Witz Chief Executive Officer

○

Dear Fellow Stockholders, 2023 was transformative for our company. We evolved major aspects of our business and launched the next generation of SiriusXM. Most importantly, we set ourselves on a path for continued success. 2023 Transformation Our Business Over the course of the year, we built on our unique strengths and invested in growth areas, while achieving operational efficiencies. With clear objectives across the business, from reaching our target audiences to expanding both our in-car and streaming footprint to better monetizing our ad network, we delivered in 2023.

SiriusXM continues to be theleading entertainment provider in automotive. In 2023, we entered into and expanded agreements with automakers, including Mercedes-Benz, Volvo and Honda, and entered into agreements with electric vehicle manufacturers Polestar and Rivian. Our new and used vehicle penetration rate remains strong at approximately 81% and 55%, respectively, and in 2023, one third of new SiriusXM enabled vehicles were equipped with 360L, our in-car audio platform which combines streaming and satellite delivery to give subscribers high availability and more content and personalized features.

On the**advertising side, we have maintained our leadership in key revenue growth areas,**such as podcasting and programmatic. SiriusXM Media, our advertising sales group, generated $1.76 billion in revenue in 2023, and importantly, renewed our agreement with Soundcloud to continue serving as the exclusive advertising representative for the platform through 2024. We offer a unique value proposition for marketers looking to reach a scaled and diverse audience base with over 150 million listeners across SiriusXM, Pandora, and our broader podcast and off-platform ad network.

Our Technology

As part of our efforts to attract a new generation of digital-native listeners, we**rebuilt our technology platform.**Beginning with the launch of the SiriusXM App and new digital experience in December 2023, we have a new suite of consumer experiences that make it easier than ever for subscribers to find the content they love. Additionally, with an all-new back-end infrastructure, we have new tools at our fingertips driving results and greater flexibility across marketing, pricing and more, giving us the power to create even greater efficiencies.

Our Content

At the heart of our company is our differentiated and human curated content.Our artist channels continue to drive interest and engagement on our platform.WithLife with John MayerandKelly Clarkson Connectionhaving both launched at the end of 2023, we have great momentum heading into this year. Talent continues to recognize the value we provide, as we renewed multi-year agreements with major talent includingKevin Hart, Megyn KellyandTom Brady,and signed extensions with major sports franchises includingNASCARand theNHL.

This year also marked the grand opening of our new state-of-the-art studios in Miami. We’re extremely pleased with the early success of Hits Uno, our Latin pop-focused channel broadcasting out of this new location, and have hosted a variety of major talent live in-studio includingHoward Stern, the

Jonas Brothers, Becky G, Kevin Hartand many more. As we look to 2024, we will continue to double-down on our tentpole properties and talent while keeping our service fresh by experimenting with new formats and programming that has the ability to engage listeners in new and exciting ways.

Our ESG Commitment

As our business has evolved, we have maintained our commitments to driving forward our Environmental, Social, and Governance work. We have made great strides engaging our employee community, and our workplace was recognized for several awards this year, including Worklife 50, Crain’s Excellence in Diversity and Inclusion, and more. Additionally, through SiriusXM Cares, we have focused our philanthropic efforts on initiatives and organizations that align with our values. As one example, we gave back to select Boys and Girls Clubs across the nation as a part of our celebration of hip hop’s 50th anniversary. We look forward to more of these types of activities in 2024.

2024 Strategic Objectives

As we look ahead to 2024, we are focused on three strategic objectives that will drive our business forward and set us on a path for future growth.

First, we are focused on enhancing SiriusXM subscription value by delivering**differentiated content in a seamless and modern experience.**We are focused on offering both current and future subscribers a unique, premium, human curated, live and on demand listening experience across music, sports, talk and podcasts that they can’t get anywhere else. By kicking off the year with the launch of over 175 guest DJ sets from the world’s top artists and launching a new show with James Corden, I’m pleased to report that we are already seeing momentum in this area.

We also continue tomake it more seamless for listeners to connect with the content they lovein a way that is personalized and modernized. Our new platform is built for innovation and development, and we are focused on delivering a best-in-class experience at every step of the customer journey.

Second, we will continue to strengthen our ad supported offerings by growing reach and listening and improving monetization. The SiriusXM Podcast Network reaches 1 in 2 podcast listeners in the US each month, and with the addition of our newly-signed agreement with SmartLess, for instance, it will be easier than ever for advertisers to tap into the power of podcasting at scale with ease, while also providing SiriusXM subscribers with exclusive content and opportunities.

Finally, we arefocused on optimizing our effectivenessas an organization while investing in our people and initiatives that will fuel our growth.

On behalf of the Board, employees and talent at SiriusXM, thank you for your continued support for and belief in our company. With so much more to come, we look forward to keeping you updated throughout our journey.

Sincerely,

Chief Executive Officer

SiriusXM

**Notice of 2024

Annual Meeting of Stockholders

Time and Date:	8:30 a.m. EDT, on Wednesday, May 22, 2024.
Virtual Meeting:	This year’s meeting can be accessed virtually at www.virtualshareholdermeeting.com/SIRI2024.
Items of Business:	1.	To elect the thirteen director nominees listed herein;
	2.	To ratify the appointment of KPMG LLP as our independent registered public accountants for 2024; and
	3.	To transact any other business properly coming before the annual meeting and any adjournments or postponements thereof.
Who may Vote:	Stockholders of record at the close of business on March 25, 2024. A list of these stockholders will be made available to stockholders during the meeting at: www.virtualshareholdermeeting.com/SIRI2024.
Important Notice Regarding the Date of Availability of Proxy Materials for the Stockholder Meeting to be Held on Wednesday, May 22, 2024:	We are pleased to be using the Securities and Exchange Commission’s rules that allow companies to furnish proxy materials to their stockholders over the Internet. In accordance with these rules, a Notice of Internet Availability of Proxy Materials (Notice) and Proxy Statement were first sent or made available on or about April 8, 2024 to stockholders of record at the close of business on Monday, March 25, 2024. The Notice contains instructions on how to access our proxy statement and annual report for the fiscal year ended December 31, 2023 over the Internet and how to vote.

Whether or not you expect to attend the virtual meeting, we urge you to vote your shares over the Internet, by phone, or by signing, dating, and returning a proxy card at your earliest convenience.

Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us protect the environment, and reduce postage, printing and proxy tabulation costs.

By Order of the Board of Directors,

PATRICK L. DONNELLY

Executive Vice President, General Counsel and Secretary

New York, New York

April 8, 2024

Table Of Contents

	Page
ABOUT THE MEETING	1
What is the purpose of the annual meeting?	1
What are the voting rights of the holders of our common stock?	1
What vote is required to approve each item?	1
When will voting results be available?	2
Why is the Annual Meeting being Webcast online?	2
How do I participate in the virtual meeting?	2
Will I be able to participate in the virtual meeting on the same basis as I would be able to participate in a live meeting?	2
What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?	3
What constitutes a quorum?	3
What is a broker non-vote?	3
What if I don’t vote electronically or return my proxy card and don’t attend the annual meeting?	3
How do I vote prior to the meeting?	3
How do I vote during the meeting?	4
What is householding?	4
How can I obtain a printed copy of the proxy materials?	4
Can I change my vote or revoke my proxy?	4
Who will count the votes?	5
What is a proxy?	5
Whom am I designating as my proxy?	5
How will my proxy vote my shares?	5
Who is soliciting my proxy, and who will pay for the costs of the solicitation?	5
When, and how, do I submit a proposal for next year’s annual meeting of stockholders?	5
ITEM 1—ELECTION OF DIRECTORS	6
Biographical information about this year’s nominees	7
Board Membership Diversity	14
Outside Commitments	14
What are the responsibilities of the board of directors?	15
How are the nominees for the board of directors selected?	15
What is the board’s leadership structure?	16
Does the board have a lead independent director?	17
Are all of the directors required to be independent?	17
How does the board determine which directors are considered independent?	17
What are the current standing committees of the board of directors, and who are the members of these committees?	18
How often did the board and its committees meet during 2023?	20
How can stockholders communicate with the board of directors?	20
Director Compensation	20
Director Compensation Table for 2023	22

	Page
ENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS	23
ESG Areas of Focus	23
Environmental	24
Social	24
Governance of ESG	26
STOCK OWNERSHIP	27
Who are the principal owners of our stock?	27
How much stock do our directors and executive officers own?	28
GOVERNANCE OF THE COMPANY	30
What is SiriusXM’s corporate culture?	30
What is SiriusXM’s process for succession planning and talent management?	30
How does the board of directors oversee our risk management process?	30
What is the Company’s risk management strategy with respect to Cybersecurity	31
What is the role of the Board as it relates to Cybersecurity	32
What is the role of management as it relates to Cybersecurity	33
What are our policies and procedures for related person transactions?	33
What is the relationship between SiriusXM and Liberty Media Corporation?	34
Are there Other Agreements with Liberty Media?	35
What is the pending transaction between SiriusXM and Liberty Media Corporation?	35
Does SiriusXM have corporate governance guidelines and a code of ethics?	36
EXECUTIVE COMPENSATION	37
Compensation Discussion and Analysis	37
Compensation Committee Report	55
Summary Compensation Table	56
Grants of Plan-Based Awards in 2023	57
Outstanding Equity Awards at Fiscal Year-End 2023	58
Option Exercises and Stock Vested in 2023	60
Non-Qualified Deferred Compensation	61
Potential Payments or Benefits Upon Termination or Change in Control	62
2023 CEO Pay Ratio	67
Pay Versus Performance Disclosure	68
ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS	73
Principal Accountant Fees and Services	74
Pre-Approval Policy for Services of Independent Auditor	74
REPORT OF THE AUDIT COMMITTEE	75
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS	78
OTHER MATTERS	81

Proxy Statement Summary

2024 Annual Meeting of Stockholders

WHEN	ITEMS OF BUSINESS
8:30 a.m. EDT, on Wednesday, May 22, 2024		1.	Election of directors—To elect David A. Blau, Eddy W. Hartenstein, Robin P. Hickenlooper, James P. Holden, Gregory B. Maffei, Evan D. Malone, James E. Meyer, Jonelle Procope, Michael Rapino, Kristina M. Salen, Carl E. Vogel, Jennifer C. Witz and David M. Zaslav.
VIRTUAL MEETING This year’s meeting can be accessed virtually at www.virtualshareholdermeeting.com/SIRI2024		2.	Ratification of independent accountants—To ratify the appointment of KPMG LLP as our independent registered public accountants for 2024.
	3.	Such other business as may properly come before the annual meeting.
RECORD DATE		WHO MAY VOTE
March 25, 2024		Holders of SIRI shares at the close of business on March 25, 2024.

PROXY VOTING

Stockholders of record on the record date are entitled to vote by proxy before the meeting in the following ways:

By calling 1-800-690-6903 (toll free) in the United States or Canada	Online at www.proxyvote.com	By returning a properly completed, signed and dated proxy card

Annual Meeting Agenda and Voting Recommendations

Proposal	Voting Recommendation	Page Reference (for more detail)
Election of directors	FOR EACH NOMINEE	6
Ratification of independent accountants	FOR	73

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New York, New York 10020

Proxy Statement

This proxy statement contains information related to the annual meeting of stockholders of Sirius XM Holdings Inc. (the “Company,” “SiriusXM,” “we,” “us” or “our”) to be held virtually on Wednesday, May 22, 2024, beginning at 8:30 a.m. EDT, at www.virtualshareholdermeeting.com/SIRI2024, and at any adjournments or postponements thereof. This proxy statement is first being distributed or made available, as the case may be, to stockholders on or about April 8, 2024.

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