Independent
Tenure on this board
18.1 yrs
Meeting calendar
SIRI · Annual meeting · Thursday, May 28, 2026
Sirius Xm Holdings Inc
6 nominees · 4 ballot items.
Election of six directors; advisory (non-binding) approval of executive compensation (“say-on-pay”); approval of Amendment No.1 to the 2024 Long-Term Stock Incentive Plan to add 7,200,000 shares and extend the plan term; and ratification of KPMG LLP as independent registered public accountants for 2026.
Market cap
$10.3B
1Y TSR
+30.6%
Board grade
C-
Record date
Apr 2, 2026
Filing
DEF 14A
Meeting concluded · May 28, 2026
Follow how the vote landed and what changed on Sirius Xm Holdings Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect three Class I and three Class II director nominees to serve one-year terms.
- 2
Advisory Vote on Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.
More detail
This advisory proposal requests that stockholders approve, on a non-binding basis, the 2025 compensation of the company’s named executive officers as disclosed in the proxy (CD&A, tables, and narrative). Management supports the proposal, arguing that the compensation program is aligned with shareholders through performance-based incentives, including an emphasis on free cash flow in long-term awards and a relative TSR modifier, substantial "at-risk" pay, clawback provisions, anti-hedging policies, and stock ownership guidelines. The vote is routine for governance feedback; although non-binding, the Compensation Committee will consider results when setting future pay. Key context includes the company’s shift in equity design (moving from options to PRSUs tied to free cash flow with TSR modifiers) and recent strong financial performance metrics that funded annual bonuses at 100% of target. For analysts, note potential investor focus areas: magnitude of CEO pay and change in pay mix, sensitivity of long-term awards to free cash flow and TSR, and recent employment transitions among senior finance and legal officers that may affect near-term compensation decisions.
- 3
Approval of Amendment No. 1 to the 2024 Long-Term Stock Incentive Plan
ManagementBoard: FORApprove Amendment No. 1 to increase shares available under the 2024 Plan by 7,200,000 and extend the plan term; other plan features unchanged.
- 4
Ratification of Independent Registered Public Accountants
ManagementBoard: FORRatify the appointment of KPMG LLP as the company’s independent registered public accountants for 2026.
Director elections
Nominees on the ballot6
Independent
Tenure on this board
8.0 yrs
Not independent
Tenure on this board
5.5 yrs
Not independent
Tenure on this board
13.2 yrs
Also a director at
Liberty Media Corp (FWONA)
Independent
Tenure on this board
6.0 yrs
Independent
Tenure on this board
1.3 yrs
Also a director at
Dolby Laboratories Inc (DLB)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 32.3% | 108,822,227 | $2.5B |
| 2 | BERKSHIRE HATHAWAY INC | 4.7% | 15,984,890 | $369M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 8,704,748 | $201M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 8,303,630 | $192M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 5,841,596 | $135M |
| 6 | Kontiki Capital Management (HK) Ltd. | 1.7% | 5,696,724 | $131M |
| 7 | BlackRock, Inc. | 1.5% | 5,075,713 | $117M |
| 8 | CANADA PENSION PLAN INVESTMENT BOARD | 1.1% | 3,860,924 | $89M |
| 9 | STATE STREET CORP | 1.1% | 3,547,616 | $82M |
| 10 | GOLDMAN SACHS GROUP INC | 1.0% | 3,355,092 | $77M |
Peers
Nearest market capOther Communication Services sector meetings6
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Reference
Frequently asked questions
- When is the Sirius Xm Holdings Inc 2026 annual meeting?
- Sirius Xm Holdings Inc (SIRI) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.
- What is the record date for the Sirius Xm Holdings Inc 2026 meeting?
- The record date for the Sirius Xm Holdings Inc 2026 meeting is Thursday, April 2, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Sirius Xm Holdings Inc's 2026 meeting?
- The board is presenting 6 director nominees at the Sirius Xm Holdings Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Sirius Xm Holdings Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Sirius Xm Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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