UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2011 (May 25, 2011)

SIRIUS XM RADIO INC.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation)		001-34295 (Commission File Number)		52-1700207 (I.R.S. Employer Identification No.)

1221 Avenue of the Americas, 36th Fl., New York, NY (Address of Principal Executive Offices)		10020 (Zip Code)

Registrant’s telephone number, including area code: (212) 584-5100

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders.

     On Wednesday, May 25, 2011, we held our annual meeting of stockholders. At the 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 14, 2011 (the “Proxy Statement”). The final voting results for each matter 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 common stock directors.

		Votes Cast For				Votes Cast Against				Abstentions				Broker Non-Votes
Joan L. Amble			1,033,670,462				268,500,999				8,499,136				2,157,401,390
Leon D. Black			759,237,162				543,010,605				8,422,830				2,157,401,390
Lawrence F. Gilberti			1,073,332,626				228,670,153				8,667,818				2,157,401,390
Eddy W. Hartenstein			1,075,373,830				226,690,523				8,606,244				2,157,401,390
James P. Holden			1,076,452,675				225,661,160				8,556,762				2,157,401,390
Mel Karmazin			1,081,114,894				224,414,652				5,141,051				2,157,401,390
James F. Mooney			1,044,684,949				257,696,879				8,288,769				2,157,401,390
Jack Shaw			1,076,168,367				226,506,401				7,995,829				2,157,401,390

     Our Convertible Perpetual Preferred Stock, Series B-1 (the “Series B-1 Preferred Stock”), does not have the right to vote with the holders of our common stock on the election of common stock directors. The holder of the Series B-1 Preferred Stock is entitled to designate and elect members of our board of directors pursuant to the Certificate of Designations of the Series B-1 Preferred Stock. The holder of the Series B-1 Preferred Stock has designated John C. Malone, Gregory B. Maffei, David J.A. Flowers, Carl E. Vogel and Vanessa A. Wittman to serve as members of our board of directors until their successors are duly elected and qualified.

Item 2		— Ratification of Appointment of KPMG LLP as Independent Registered Public Accountants

     The holders of our common stock and our Series B-1 Preferred Stock, voting together as a single class, ratified the appointment of KPMG LLP as our independent registered public accountants.

Votes Cast For		Votes Cast Against		Abstentions
6,000,919,418		28,511,021		25,618,310

Item 3		— Advisory Vote on Executive Compensation

     The holders of our common stock and our Series B-1 Preferred Stock, voting together as a single class, approved, in a non-binding advisory vote, the compensation paid to our named executive officers as disclosed in the Proxy Statement.

Votes Cast For		Votes Cast Against		Abstentions		Broker Non-Votes
3,842,151,766		40,842,198		14,653,395		2,157,401,390

Item 4		— Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

     The holders of our common stock and our Series B-1 Preferred Stock, voting together as a single class, in a non-binding advisory vote, voted on whether a stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years as set forth in the table below.

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
598,527,914		17,666,617		3,270,535,768		10,917,060		2,157,401,390

     In light of such vote, and consistent with our recommendation, we intend to include an advisory stockholder vote to approve the compensation paid to our named executive officers every three years until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. We are required to hold votes on frequency every six years.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 27, 2011