UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment

(Amendment No.    )

Filed by the Registrant  þx

Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Sirius XM Holdings Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 20132014 ANNUAL MEETING OF STOCKHOLDERS

Whether or not you expect to attend in person, 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 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 11, 20138, 2014

Table of Contents

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1221 Avenue of the Americas

36th Floor

New York, New York 10020

PROXY STATEMENT

This proxy statement contains information related to the annual meeting of stockholders of Sirius XM RadioHoldings Inc. to be held on Tuesday,Monday, May 21, 2013,19, 2014, beginning at 9:00 a.m., New York City time, in Thethe Auditorium at The AXA Equitable Center, 787 SeventhMcGraw-Hill Building, 1221 Avenue of the Americas, New York, New York 10019,10020, 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 11, 2013.8, 2014.

ABOUT THE MEETING

What is the purpose of the annual meeting?

At our annual meeting, stockholders will act upon the following matters outlined in the Notice of 20132014 Annual Meeting of Stockholders, including:

At the annual meeting, management will also report on our performance and respond to appropriate questions from stockholders. On the Record Date, 6,430,553,280March 28, 2014 (the “Record Date”), 6,063,845,329 shares of our common stock were outstanding.

Is Sirius XM Holdings Inc. different from Sirius XM Radio Inc.?

On November 15, 2013, we reorganized our corporate structure (the “Reorganization”). As a result of the Reorganization, Sirius XM Radio Inc. became a direct, wholly-owned subsidiary of Sirius XM Holdings Inc. Delaware law permits the formation of a holding company without a vote of the stockholders of the constituent corporations.

In connection with the Reorganization, among other things:

This summary description of the Reorganization and its effects are qualified in its entirety by reference to the documents and information that has been filed by us with the SEC. The terms “Sirius XM,” “we,” “us,” “our,” and “the company” as used herein and unless otherwise stated or indicated by context, refer to Sirius XM Radio Inc. and its consolidated subsidiaries prior to the Reorganization and to Sirius XM Holdings Inc. and its consolidated subsidiaries after the Reorganization.

What are the voting rights of the holders of our common stock?

Each holder of our common stock is entitled to one vote per share of common stock on all matters to be acted upon at the annual meeting.

What vote is required to approve each item?

Assuming the presence of a quorum, the directors will be elected by the holders of a plurality of the voting power of our common stock present in person or represented by proxy and entitled to vote. This means that the thirteen director nominees who receive the most votes cast by the holders of shares of our common stock will be elected. You may vote “For” or “Withhold” with respect to each nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from whichwhom they are withheld. Votes that are withheld and broker non-votes (as described below) will not have any effect on the outcome of the election of the directors because directors are elected by plurality voting but they will be counted for the purpose of determining whether a quorum is present at the annual meeting.

The affirmative vote of the holders of a majority of the voting power of our common stock, present in person or represented by proxy, and entitled to vote on the matter is required for Item 2 (the approval of, in a non-binding, advisory vote, the compensation paid to our named executive officers) and Item 3 (the ratification of the appointment of KPMG LLP as our independent registered public accountants for 2013) and Item 3 (the stockholder proposal)2014). You may vote “For,” “Against” or “Abstain” with respect to Items 2 and 3. For Items 2 and 3 an “Abstain” vote will have the same effect as a vote against the proposal. For Item 3, broker non-votes will have no effect in determining whether the proposal is approved because they are not deemed “present in person or represented by proxy and entitled to vote on the matter.” Items 2 and 3 are not binding on our board of directors or the Company.

When will voting results be available?

We will announce preliminary voting results at the annual meeting. We will report final results in a Current Report on Form 8-K filed with the SEC shortly after the annual meeting.

Who can attend the annual meeting?

Subject to space availability, all stockholders as of the Record Date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Only persons who have proof of their stock ownership as of the record dateRecord Date will be allowed to enter the meeting. Proof of ownership will be any statement from their bank or broker orshowing the admission card that was sent with the Notice.ownership of our common stock. Registration and seating will begin at 8:30 a.m., New York City time.

What constitutes a quorum?

The presence, in person or by proxy, of the holders of a majority of the aggregate voting power of the issued and outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum to transact business at the annual meeting. If a quorum is not present or represented at the annual meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the annual meeting from time to time without notice or other announcement until a quorum is present or represented. Abstentions and broker non-votes are counted as present for purposes of determining a quorum.

What is a broker non-vote?

A broker non-vote occurs if you hold shares in “street name” (that is, your shares are held on your behalf by a bank, broker or other nominee) and do not provide voting instructions to your broker on a proposal and your broker does not have the discretionary authority to vote on such proposal. A broker is entitled to vote shares held for a beneficial holder on routine matters, such as Item 23 (the ratification of the appointment of KPMG as our independent registered public accountants for 2013)2014), without instructions from the beneficial holder of those shares. On the other hand, absent instructions from the beneficial holders of such shares, a broker will not be entitled to vote shares held for a beneficial holder on certain non-routine items, such as Item 1 (the election of directors) orand Item 32 (the stockholder proposal)approval of, in a non-binding, advisory vote, the compensation paid to our named executive officers).It is therefore important that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to ItemItems 1 (the election of the thirteen director nominees listed herein) and Item 3 (the stockholder proposal)2 are counted.

What if I don’tdon���t return my proxy card and don’t attend the annual meeting?

If you are a holder of record (that is, your shares are registered in your own name with our transfer agent) and you don’t vote your shares, your shares will not be voted.

If you are a beneficial owner, (that is, you hold your shares through your broker, bank or other nominee)nominee, and you do not provide voting instructions to your broker, bank or other nominee with respect to Item 1 (the election of directors) orand Item 32 (the stockholder proposal)approval of, in a non-binding, advisory vote, the compensation paid to our named executive officers), your shares will be considered “broker non-votes” and will not be counted in determining the outcome of the vote. “Broker non-votes”Broker non-votes will be counted for purposes of determining whether a quorum is present to hold the annual meeting.

How do I vote?

Stockholders of record can vote as follows:

Only your latest executed vote will count.

If your shares are held in “street name,” you may also submit voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. The deadline for voting by telephone or electronically is 11:59 p.m., New York City time, on Monday,Friday, May 20, 2013.16, 2014. “Street name” stockholders who wish to vote in person at the meeting will need to obtain a proxy form from the institution that holds their shares.

What is householding?

As permitted by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), only one copy of this proxy statement and annual report or Notice is being delivered to stockholders residing at the same address, unless the stockholders have notified us of their desire to receive multiple copies of our proxy statement. This is known as householding.

We will promptly deliver, upon oral or written request, a separate copy of this proxy statement and annual report to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies for this year’s or future years’ proxy materials should be directed to: Sirius XM RadioHoldings Inc., Attention: Corporate Secretary, 1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Requests can also be made by telephone by calling (212) 584-5100.

Stockholders of record residing at the same address and currently receiving multiple copies of this proxy statement may contact our Corporate Secretary (in writing or by phone at the contact information indicated above) to request that only a single copy of our proxy statement be mailed in the future.

How can I obtain a printed copy of the proxy materials?

To receive free of charge a separate copy of the Notice and, if applicable, this proxy statement and our annual report, stockholders may write or call us at the following:

Investor Relations

Sirius XM Holdings Inc.

1221 Avenue of the Americas

36th Floor

New York, New York 10020

(212) 584-5100

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the annual meeting by:

If you hold your shares in street“street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the annual meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.

Who will count the votes?

A representative of Computershare will tabulate the votes and act as inspector of elections.

What is a proxy?

A proxy is a person you appoint to vote on your behalf. We are soliciting your vote so that all shares of our stock may be voted at the annual meeting.

Whom am I designating as my proxy?

You will be designating Patrick L. Donnelly, our Executive Vice President, General Counsel and Secretary, and Ruth A. Ziegler, our Senior Vice President and Deputy General Counsel, as your proxies. However, you may appoint a person (who need not be a stockholder) other than Patrick L. Donnelly and Ruth A. Ziegler to vote on your behalf at the meeting by completing another proper proxy.

How will my proxy vote my shares?

Your proxy will vote your shares according to your instructions. If you complete your proxy card but do not indicate how you would like your shares voted, your proxy will vote in accordance with the recommendation of our board of directors.

Who is soliciting my proxy, and who will pay for the costs of the solicitation?

Sirius XM Holdings Inc. is soliciting your proxy. The cost of soliciting proxies will be borne by Sirius XM, which has engaged MacKenzie Partners, Inc. to assist in the distribution and solicitation of proxies. We have agreed to pay MacKenzie $10,000 and reimburse the firm for its reasonable out-of-pocket expenses. We will also reimburse brokerage firms, banks and other custodians for their reasonable out-of-pocket expenses for forwarding these proxy materials to you. Our directors, officers and employees may solicit proxies on our behalf by telephone or in writing.writing, but will receive no additional compensation for their services.

When, and how, do I submit a proposal for next year’s annual meeting of stockholders?

Under the SEC’s rules and regulations, any stockholder desiring to submit a proposal to be included in our 20142015 proxy statement must submit such proposal to us in writing at our principal executive offices located at: 1221 Avenue of the Americas, 36th Floor, New York, New York 10020, to the attention of the Corporate Secretary, no later than the close of business on December 13, 2013.9, 2014.

Our By-laws provide for advance notice provisions. The By-laws require the timely notice of certain information to be provided by any stockholder who proposes director nominations or any other business for consideration at a stockholders’ meeting. Failure to deliver a proposal in accordance with the procedures discussed above and in the By-laws may result in the proposal not being deemed timely received. To be timely, notice of a director nomination or any other business for consideration at a stockholders’ meeting must be received by our Corporate Secretary at our principal executive offices not less than 70 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting. Therefore, to be presented at our 20142015 Annual Meeting of Stockholders, such a proposal must be received by the Corporate Secretary on or after February 20, 20142015 but no later than March 12, 2014.2015. In the event that the date of the 20142015 Annual Meeting is advanced by more than 20 days, or delayed by more than 70 days, from the anniversary date of the 20132014 Annual Meeting of Stockholders, notice must be delivered no earlier than the 90th day prior to the 20142015 Annual Meeting and not later than the close of business on the later of the 70th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of the 20142015 Annual Meeting of Stockholders is first made. In addition, for the purposes of the application of Rule 14a-4(c) of the Exchange Act, the date for timely notice specified in this paragraph shall be the earlier of the date calculated above or the date specified in paragraph (c)(1) of Rule 14a-4 of the Exchange Act.

ITEM 1 — ELECTION OF DIRECTORS

Thirteen director nominees are standing for election at the annual meeting. The Nominating and Corporate Governance Committee of our board of directors has nominated the director nominees listed below after consideration of sucheach individual’s qualifications, contributions to the company and other reasons discussed in this proxy statement.

On January 18, 2013, Leon D. Black, Lawrence F. Gilberti, and Jack Shaw resigned as members of our board of directors. The decisions of Messrs. Black, Gilberti and Shaw to resign were not the result of any disagreement with us on any matter relating to our operations, policies or practices. To fill the vacancies resulting from these resignations and the previous resignation of Mel Karmazin, our former Chief Executive Officer and a director, our board of directors unanimously appointed Mark D. Carleton, Robin S. Pringle, Charles Y. Tanabe and our Chief Executive Officer, James E. Meyer, to our board of directors.

John C. Malone and Charles Y. Tanabe have informed the Nominating and Corporate Governance Committee that they do not wish to stand for reelection at the annual meeting. To fill these expected vacancies, the Nominating and Corporate Governance Committee has nominated Evan D. Malone and David Zaslav for election to our board of directors at the annual meeting. Biographical information regarding Dr. Malone and Mr. Zaslav is contained on page 9 and 12, respectively, of this proxy statement. Dr. Malone and Mr. Zaslav have indicated their willingness to serve as a director if elected.

The Nominating and Corporate Governance Committee believes that a well-functioning board includes a diverse group of individuals thatwho bring a variety of complementary skills and experiences. Although our board of directors does not have a formal policy with regard to the consideration of diversity in identifying director candidates, diversity is one of the factors that the Nominating and Corporate Governance Committee may, pursuant to its charter, take into account in identifying director candidates. The Nominating and Corporate Governance Committee generally considers each nominee in the broad context of the overall composition of our board of directors with a view toward constituting a board that, as a group, possesses the appropriate mix of skills and experience to oversee our business. The experience, qualifications, attributes, or skills that led the Nominating and Corporate Governance Committee to conclude that our nominees should serve on the board of directors are generally described in the biographical information below.

Set forth below are the nominees to be elected to serve until the 20142015 annual meeting of stockholders or until their respective successors have been duly elected and qualified.

To be elected as a director, each nominee must receive a plurality of the votes cast by the holders of our common stock.

Should any nominee become unable or unwilling to accept election, the proxy holders may vote the proxies for the election, in his or her stead, of any other person our board of directors may nominate or designate. Each nominee has expressed his or her intentionconsented to serve as a director if elected.

Biographical information about this year’s nominees:

Name		Age				Position, Principal Occupation, Business Experience and Directorships
George W. Bodenheimer			55			Mr. Bodenheimer has been a director since September 2013. Mr. Bodenheimer is Chairman Emeritus of ESPN, Inc., a multimedia, multinational sports entertainment company. He was Executive Chairman of ESPN, Inc. from January 2012 until December 2013. He served as Co-Chairman of Disney Media Networks from April 2004 until January 2012 and as President of ABC Sports from March 2003 until January 2012. Mr. Bodenheimer was named President of ESPN in November 1998, a position he held until January 2012. Mr. Bodenheimer joined ESPN in 1981 and served in a variety of senior sales and marketing positions prior to his appointment as President. Key Attributes, Experience and Skills: Mr. Bodenheimer has extensive experience in: acquiring rights to, as well as marketing, promoting and producing, sports and entertainment programming, including live major sporting events; identifying emerging sports properties; and assessing on-air and executive talent. The board of directors believes this experience is a significant asset to our company. Mr. Bodenheimer also has unique experience in evaluating and assessing the desirability of sports properties that are likely to be attractive to both the core demographics of our subscriber base and other segments of our existing and targeted customer base.
Name		Age				Position, Principal Occupation, Business Experience and Directorships
David J.A. Flowers			5859			Mr. Flowers has been a director since April 2009. Mr. Flowers has served as Senior Vice President and Managing Director, Alternative Investments, of Liberty Media Corporation (formerly known as Liberty Spinco, Inc.) since January 2013. He served as a Senior Vice President of Liberty Media Corporation (now known as Starz) from May 2007 to January 2013 and as Managing Director, Alternative Investments, from November 2011 to January 2013. He has served as a Senior Vice President of Liberty Interactive Corporation since October 2000 and as Managing Director, Alternative Investments, since November 2011. Mr. Flowers served as the Treasurer of Liberty Interactive Corporation from April 1997 to October 2011, and as a Vice President from June 1995 to October 2000. Previously, Mr. Flowers worked in various treasury positions at Toronto Dominion Bank and ended his career there as a Managing Director of Media Telecom. Mr. Flowers has served as a director of Interval Leisure Group, Inc. since August 2008.   Key Attributes, Experience and Skills:   Mr. Flowers brings to the board significant financial, investment and public company experience as a senior finance executive of large public companies. His extensive experience leading finance and business development initiatives in the technology, media and telecommunications areas is a significant asset to the board.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
Eddy W. Hartenstein			6263			Mr. Hartenstein has been a director since July 2008, has served as our lead independent director since April 2013 and served as the chairman of our board from November 2009 to April 2013. From May 2005 until the closing of the merger with XM in July 2008, Mr. Hartenstein served as a director of XM. Mr. Hartenstein has been Publisher and Chief Executive Officer of the Los Angeles Times, which is owned by the Tribune Company, since August 2008. In addition, Mr. Hartenstein served as Co-President of the Tribune Company from October 2010 to May 2011 and as President and Chief Executive Officer from May 2011 until January 2013. Since January 2013, he has also been a member of the board of directors of the Tribune Company. In December 2008, the Tribune Company filed for Chapter 11 bankruptcy protection and, under his leadership, emerged in December 2012. From December 2005 through May 2008, Mr. Hartenstein served as Chairman, President and Chief Executive Officer of HD Partners Acquisition Corporation, a special purpose acquisition company, formed to acquire operating businesses in the media, entertainment or telecommunications industries, which dissolved and distributed assets to its investors in May 2008. Mr. Hartenstein was Vice Chairman and a member of the board of directors of The DIRECTV Group, Inc. (formerly Hughes Electronics Corporation), a television service provider, from December 2003 until his retirement in December 2004. He served as Chairman and Chief Executive Officer of DIRECTV, Inc. from late 2001 through 2004 and as President of DIRECTV, Inc. from its inception in 1990 to 2001. Previously, Mr. Hartenstein served in various capacities for Hughes Communications, Inc., a provider of satellite-based communications, Equatorial Communications Services Company, a provider of telephony and data distribution services, and NASA’s Jet Propulsion Laboratory, the lead U.S. center for robotic exploration of the solar system. Mr. Hartenstein also serves as a member of the board of directors of SanDisk Corporation and The City of Hope. Mr. Hartenstein also serves on the board of directors and as chairman of the compensation committee of Broadcom Corporation. Mr. Hartenstein also served as a director at Thomson Multimedia during the last five years.   Key Attributes, Experience and Skills:   As the former Chief Executive Officer of DIRECTV, Inc., Mr. Hartenstein has extensive experience in building, managing, marketing and operating a satellite service. He brings direct and highly relevant expertise to the board in such areas as:as the construction and procurement of satellites, managing a large consumer subscriber base, consumer marketing, and the design and implementation of systems necessary to support a growing and dynamic consumer-oriented business.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
James P. Holden			6162			Mr. Holden has been a director since August 2001. From October 1999 until November 2000, Mr. Holden was the President and Chief Executive Officer of DaimlerChrysler Corporation, one of the world’s largest automakers. Prior to being appointed President in 1999, Mr. Holden held numerous senior positions within Chrysler Corporation during his 19-year career at that company. Mr. Holden is a director of Speedway MotorSports, Inc. and the Lead Director of Snap-On Incorporated. Mr. Holden has also served as a director at Motors Liquidation Corporation and Meridian Automotive during the last five years.   Key Attributes, Experience and Skills:   Mr. Holden has spent his career in the automotive business, a key market for our services. Mr. Holden’s perspective on, and knowledge of, the workings, business and product planning processes, and knowledge of individuals in the automotive industry are significant assets to the board.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
Gregory B. Maffei			5253			Mr. Maffei has been a director since March 2009 and has served as the chairman of our board since April 2013. He has served as a director and the President and Chief Executive Officer of Liberty Media Corporation (formerly known as Liberty Spinco, Inc.) since August 2012. Mr. Maffei served as a director and the President and Chief Executive Officer of Liberty Media Corporation (now known as Starz) from May 2007 to January 2013. Mr. Maffei has served as the President and Chief Executive Officer of Liberty Interactive Corporation since February 2006 and as a director since November 2005. He also served as its CEO-Elect from November 2005 through February 2006. Prior thereto, Mr. Maffei served as President and Chief Financial Officer of Oracle Corporation during 2005, and as Chairman of 360networks Corporation from 2002 to 2011, (and as its Chief Executive Officer from 2000 to 2005 and as President from 2002 to 2005).2005. Previously, Mr. Maffei was the Chief Financial Officer of Microsoft Corporation from 1997 to 2000. Mr. Maffei has served as (i) the Chairman of the Board of Starz since January 2013, (ii) the Chairman of the Board of TripAdvisor, Inc. since February 2013, (iii) the Chairman of the Board of Live Nation Entertainment, Inc. since March 2013 and a director since February 2011, (iv) a director of Electronic Arts, Inc. since June 2003, (v) a director of Zillow, Inc. since May 2005, and (vi) a director of Barnes & Noble, Inc. since September 2011. He served as a director of DIRECTV, Inc. from November 2009 to June 2010, and as a director of its predecessor, DIRECTV Group, Inc., from February 2008 to November 2009. Mr. Maffei also served as a director of Expedia, Inc. from 1999 to 2003 (and as its Chairman of the Board from 1999 to 2002), and as a director of Starbucks Corporation from 1999 to 2006.   Key Attributes, Experience and Skills:   Mr. Maffei brings to the board significant financial and operational experience based on his senior policy makingpolicy-making positions at Liberty Media, Oracle, 360 networks360networks and Microsoft. He also provides the board with executive leadership perspective on the operations and management of large public companies, including companies in the technology, media and telecommunications space. The board also benefits from his extensive public company board experience.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
Evan D. Malone			4243			Dr. Malone has been a director since May 2013. Dr. Malone has served as President of NextFab Studio, LLC, a high-tech workshop offering technical training, consulting, and product design and prototyping services, since June 2009 and has been an engineering consultant for more than the pastover five years. Since January 2008, Dr. Malone has served as the owner and manager of a real estate property and management company, 1525 South Street LLC. During 2008, Dr. Malone also served as a post-doctoral research assistant at Cornell University and an engineering consultant with Rich Food Products, a food processing company. Dr. Malone has served as co-owner and director of Drive Passion PC Services, CC, an Internet café, telecommunications and document services company, in South Africa since 2007 and served as an applied physics technician for Fermi National Accelerator Laboratory, part of the national laboratory system of the Office of Science, U.S. Department of Energy, from 1999 until 2001. He also is a founding member of Jet Wine Bar, LLC, a start-up company in Philadelphia, which began operations in 2010. Dr. Malone has served as a director of Liberty Media Corporation (formerly known as Liberty Spinco, Inc.) since January 2013. He previously served as a director of Liberty Media Corporation (now known as Starz) from September 2011 until January 2013. Dr. Malone has served as a director of Liberty Interactive Corporation since August 2008.   Key Attributes, Experience and Skills:   Dr. Malone brings an applied science and engineering perspective to the board. Dr. Malone’s perspectives will assist the board in developing business strategies and adapting to technological changes facing the audio entertainment industry. In addition, hisHis entrepreneurial experience will assistalso provides the board valuable insights in evaluating strategic opportunities in existing, new and emerging technologies.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
James E. Meyer			5859			Mr. Meyer has served as our Chief Executive Officer since December 2012 and has been a director since January 2013. Previously, Mr. Meyer was our President, Operations and Sales. Prior to joining us in May 2004, Mr. Meyer was the President of Aegis Ventures, a general management consulting company. Before Aegis, he held a number of senior management positions in consumer electronics over a 25 year period, including as the Senior Executive Vice President of Digital Media Solutions forof Thomson, a worldwide leader in consumer electronics. Prior to joining Thomson, Mr. Meyer held several senior management positions at General Electric and RCA. Mr. Meyer serves on the board of ROVI Corporation.   Key Attributes, Experience and Skills:   As our Chief Executive Officer, Mr. Meyer is responsible for setting and executing our goals and strategies. Mr. Meyer provides the board not only with a knowledge of our daily workings, but also with the essential experience, insight and expertise that can be provided only by a person who is intimately involved in running our business. His ability as director to addshare his views toduring the board’s deliberations is of significant benefit to the other members of the board of directors.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
James F. Mooney			5859			Mr. Mooney has been a director since July 2003. Mr. Mooney is the Chief Executive Officer of Four Horsemen Consulting Group. Mr. Mooney was a director and chairman of the board of directors of Virgin Media Inc., a U.K. entertainment and communications business, and has served in that role sincefrom March 2003.2003 until June 2013. From December 2004 to December 2007, Mr. Mooney was the chairman of the board of directors of RCN Corporation, a provider of bundled telephone, cable and high speed internet services. From April 2001 to September 2002, Mr. Mooney was the Executive Vice President and Chief Operating Officer of Nextel Communications Inc., a provider of wireless communications services. From January 2000 to January 2001, Mr. Mooney was the Chief Executive Officer and Chief Operating Officer of Tradeout Inc., an asset management firm owned jointly by General Electric Capital, Ebay Inc. and Benchmark Capital. From March 1999 to January 2000, Mr. Mooney was the Chief Financial Officer/Chief Operating Officer at Baan Company, a business management software provider. From 1980 until 1999, Mr. Mooney held a number of positions with IBM Corporation, including Chief Financial Officer of the Americas. Mr. Mooney iswas previously a member of the board of directors of Sidera Networks, LLC, a provider of high capacity communications services to carrier and enterprise customers.   Key Attributes, Experience and Skills:   Mr. Mooney has had a varied career in industries ranging from computer products to telecommunications.telecommunications, including relevant experience in subscriber-based businesses. His diverse experience is useful in our business and budget planning process, in analyzing subscriber growth and its trends and subscriber churn, assessing marketing opportunities, evaluating personnel and compensation, assessing financing alternatives, and assessing and evaluating our long-term business plans.
Name		Age				Position, Principal Occupation, Business Experience and Directorships
Robin S. Pringle			34			Ms. Pringle has been a director since January 2013. Ms. Pringle has served as a Vice President, Corporate Development, of Liberty Media Corporation (formerly known as Liberty Spinco, Inc.) and Liberty Interactive Corporation since January 2013. She served as a Director, Corporate Development of Liberty Media Corporation (now known as Starz) from September 2011 to December 2012, and as a Vice President, Corporate Development, in January 2013. Ms. Pringle served as a Director, Corporate Development of Liberty Interactive Corporation from January 2010 to December 2012, and as a Manager, Corporate Development from July 2008 to December 2010. Previously, she worked in the Strategic Planning and Business Development group at Del Monte Foods and in investment banking at Thomas Weisel Partners. Key Attributes, Experience and Skills: Ms. Pringle brings corporate development and financial experience to the board based on her positions with Liberty Media Corporation and Liberty Interactive Corporation.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
Carl E. Vogel			5556			Mr. Vogel has been a director since April 2011. Mr. Vogel is a private investor and is also a senior advisor and operating partner with The Gores Group, a private equity firm, and affiliated with Bulldog Capital Partners, Inc. Mr. Vogel is also a member of the board of directors of Dish Network Corporation, a satellite television provider, and a senior advisor to its Chairman. He served as President of Dish Network Corporation from September 2006 until February 2008 and served as its Vice Chairman from June 2005 until March 2009. From October 2007 until March 2009, Mr. Vogel served as the Vice Chairman of the board of directors of, and as a Senior Advisor to, EchoStar Communications Corporation. From 2001 until 2005, Mr. Vogel served as the President and Chief Executive Officer of Charter Communications Inc., a cable television and broadband services provider. Prior to joining Charter, Mr. Vogel worked as an executive officer in various capacities for companies affiliated with Liberty Media. Mr. Vogel is a member of the boards of directors and audit committees of Shaw Communications, Inc., a diversified communications company providing broadband cable and direct-to-home satellite services in Canada, Universal Electronics, Inc., a provider of wireless control technology for connected homes, and is a member of the board of directors, audit committee, corporate governance and nominating committee and executive committee of Ascent Media Corporation. He is also a member of the board of directors, chairman of the audit committee, and a member of the compensation committee of AMC Networks, Inc., a provider of cable television programming. Mr. Vogel served on the board of directors of NextWave Wireless Inc., a wireless technology company that developed, produced and marketed mobile multimedia and consumer electronics solutions, during the past five years.   Key Attributes, Experience and Skills:   Mr. Vogel brings executive level leadership experience in the communications industry as a result of his high level executive roles at Dish Network Corporation, Charter Communications Inc. and Liberty Media. Mr. Vogel also has extensive experience in reviewing financial statements as a result of his background as a certified public accountant and his role as a chief executive and senior finance executive of public companies.
Name		Age				Position, Principal Occupation, Business Experience and Directorships
Vanessa A. Wittman			4546			Ms. Wittman has been a director since April 2011. Since May 2012, Ms. Wittman has been the Senior Vice President and Chief Financial Officer of Motorola Mobility, a subsidiary of Google. From September 2008 to March 2012, she served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, Inc., a professional services company providing advice and solutions in the areas of risk, strategy, and human capital. Prior to joining Marsh & McLennan, Ms. Wittman was Chief Financial Officer and Executive Vice President of Adelphia Communications Corp., a cable television company, from 2003 to 2007. Prior to Adelphia, Ms. Wittman served as Chief Financial Officer of 360networks, a wholesale provider of telecommunications services. She also has held positions with Microsoft, Metricom Inc. and Morgan Stanley & Co. Incorporated. Ms. Wittman served as a director of kgb, an independent provider of directory assistance and enhanced information services, and Infospace, an internet search services company.   Key Attributes, Experience and Skills:   Ms. Wittman has been the Chief Financial Officer of various public companies since 1997 and has held senior positions in multi-national companies throughout her career. She also has been a director at several companies, including serving as audit committee chair for a public company.

Name		Age				Position, Principal Occupation, Business Experience and Directorships
David M. Zaslav			5354			Mr. Zaslav has been a director since May 2013. Mr. Zaslav has been the President, Chief Executive Officer and a common stock director of Discovery Communications, Inc., one of the largest nonfiction media companies in the world, since September 2008. Mr. Zaslav has served as President and Chief Executive Officer of Discovery Communications, Inc. since January 2007. Mr. Zaslav served as President, Cable & Domestic Television and New Media Distribution of NBC Universal, Inc., a media and entertainment company, from May 2006 to December 2006. Mr. Zaslav served as Executive Vice President of NBC and President of NBC Cable, a division of NBC, from October 1999 to May 2006. Mr. Zaslav was a member of the board of TiVo Inc. through 2010.   Key Attributes, Experience and Skills:   Mr. Zaslav, as the Chief Executive Officer of Discovery Communications and through his prior work in television, has developed a deep understanding of the media and entertainment industry. This experience, together with his general management expertise, uniquely positions him as a valued presence on our board of directors to assist us in evaluating programming and marketing opportunities and further understand our diverse and growing subscriber base, including trends in the audio entertainment industry.

The board of directors unanimously recommends a vote “FOR” the election of each of the nominees named above.

What are the responsibilities of the board of directors?

The business and affairs of our Companycompany are managed under the direction of our board of directors. Our board oversees senior management selection and compensation, monitors overall corporate performance and ensures the integrity of our financial controls. Our board of directors also oversees our strategic and business planning processes.

How are nominees for the board of directors selected?

Our Nominating and Corporate Governance Committee reviews possible candidates to be directors and is responsible for overseeing matters of corporate governance, including the evaluation of performance and practices of the board of directors, the board’s committees, management succession plans and executive resources. The Nominating and Corporate Governance Committee considers suggestions from many sources, including stockholders, for possible directors. Such suggestions, together with appropriate biographical and other information required pursuant to our By-laws, should be submitted to our Corporate Secretary, Sirius XM RadioHoldings Inc., 1221 Avenue of the Americas, 36th Floor, New York, New York 10020. Candidates who are suggested by our stockholders are evaluated by the Nominating and Corporate Governance Committee in the same manner as are other possible candidates to be directors.

During 2012,2013, our board of directors did not retain any third partiesretained Spencer Stuart, one of the world’s leading executive search consulting firms, to assist it in the process of identifying and evaluating potential nominees to be directors. Spencer Stuart worked with the Nominating and Corporate Governance Committee to evaluate the skills and experience of the members of the board of directors and discuss any perceived areas where the board could be improved by adding one or more directors with relevant expertise. Spencer Stuart conducted a search which identified Messrs. Bates and Bodenheimer as candidates for election to the board of directors.

In its assessment of each potential candidate, including those recommended by stockholders, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include (a) ensuring that the board of directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial

expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties, and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and related industries, independence of thought and ability to work collegially. The Nominating and Corporate Governance Committee also may consider the extent

to which a candidate would fill a present need on the board of directors. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate might be qualified to be a director and may ask the candidate to meet with other directors and management. If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the board of directors, it will recommend to the board that candidate’s nomination as a director.

What is the board’s leadership structure?

Gregory B. Maffei is the Chairman of our board of directors. The chairmanChairman of our board organizes the work of the board and ensures that the board has access to sufficient information to enable the board to carry out its functions, including monitoring our performance and the performance of management. The Chairman, among other things, presides over meetings of the board of directors, establishes the agenda for each meeting of the board in consultation with our Chief Executive Officer, oversees the distribution of information to directors, and performs other duties or assignments as agreed with either the board of directors or our Chief Executive Officer. The board of directors has determined that it is currently in our best interests to separate the Chairman of the board position and the Chief Executive Officer position because it allows the Chief Executive Officer to focus on our day-to-day business, including risk management, while allowing the Chairman of the board to lead the board and assist the board in its fundamental role of providing advice to, and oversight of, management. Further, the board recognizes that the Chief Executive Officer position requires a significant dedication of time, effort, and energy in the current business environment. OurCorporate Governance Guidelines (the “Guidelines”) do not establish this approach as a policy, but as a matter that is considered from time-to-time.

Does the board have a lead independent director?

Liberty Media beneficially owns, directly and indirectly, over 50% of our outstanding common stock. In light of that control relationship, the board of directors believes it is appropriate, and a matter of good corporate governance, to designate a director to serve as the lead independent director. The board has designated Eddy W. Hartenstein, the former Chairman of our board of directors, to serve as the lead independent director. The lead independent director will coordinatecoordinates the activities of the other independent directors and will performperforms such other duties and responsibilities as the board of directors may determine.determines.

Are all of the directors required to be independent?

Liberty Media beneficially owns, directly and indirectly, over 50% of our outstanding common stock. As a result, we are exempt from certain corporate governance requirements of theThe NASDAQ Global Select Market (“NASDAQ”) Rules including, among other items, the requirement that our board of directors be comprised of a majority of independent directors and that we have independent director oversight over executive officer compensation and director nominations. We may, in the future, rely on these exemptions available to a controlled company. The controlled company exemption does not extend to the audit committee independence requirements. Accordingly, our audit committee will continue to be comprised solely of directors meeting the independence standards under the applicable NASDAQ listing standards, Section 10A(m)(3) of the of the Exchange Act and ourGuidelines. References to Liberty Media in this proxy statement include Liberty Media Corporation and its predecessors, unless the context otherwise requires.

How does the board determine which directors are considered independent?

Our board reviews the independence of our directors annually. The provisions of ourGuidelines regarding director independence meet, and in some areas exceed, the listing standards of The NASDAQ Global Select Market (“NASDAQ”).NASDAQ. A copy of theGuidelines is available on our website athttp://investor.siriusxm.com.

The Nominating and Corporate Governance Committee undertook a review of director independence in March 2013.2014. As part of this review, the committee reviewed with our Corporate Secretary written questionnaires submitted by directors. These questionnaires disclose transactions and relationships between each director or members of his immediate family, on one hand, and Sirius XM,us, other directors, members of our senior management and our affiliates, on the other hand.

As a result of this review, the Nominating and Corporate Governance Committee determined that all of our directors and nominees are independent under the standards set forth in ourGuidelines and applicable NASDAQ listing standards, with the exception of James E. Meyer, our Chief Executive Officer, Gregory B. Maffei, Mark D. Carleton, Gregory B. Maffei,David J.A. Flowers and Robin S. Pringle, and David J.A. Flowers, each of whom is an employee of Liberty Media, and Evan D. Malone, whose father is the Chairman of Liberty Media. Mark D. Carleton and Robin S. Pringle resigned as members of our board of directors in 2013. With respect to Joan L. Amble, the board evaluated ordinary course transactions during the last three fiscal years between us and the American Express Company, for which she served as an executive officer until December 2011, and found that the amount paid by us to American Express was less than 5% of American Express’ consolidated gross revenues during each of its last three fiscal years. Similarly, withWith respect to Vanessa A. Wittman, the board evaluated an ordinary course transaction that occurred during 2010 and 2011 between us and an indirect wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (“MMC”). Ms. Wittman served as an executive officer of MMC until March 2012. The board found that the amount we paid to this subsidiary of MMC was less than one tenth of one percent of MMC’s reported consolidated revenues in the applicable year. Similarly, with respect to Anthony J. Bates and George W. Bodenheimer, the board evaluated the ordinary course transactions during the last three fiscal years between us and Microsoft and ESPN, respectively, for which each of these years.served as an executive officer during the last three years, and found that the amounts paid by us to Microsoft and ESPN was not material to either entity.

The board has also determined that all of the members of the Audit Committee are financially literate and meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3) of the of the Exchange Act and ourGuidelines.The board has determined that a majority of the members of the Compensation Committee meet the independence standards under the applicable NASDAQ listing standards and ourGuidelines and qualify as “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The board has determined that a majority of the members of the Nominating and Corporate Governance Committee meet the independence requirements mandated by the NASDAQ listing standards applicable to serving on the Nominating and Corporate Governance Committee and ourGuidelines.

The board has also determined that all of the members of the Audit Committee are financially literate and meet the independence requirements mandated by the applicable NASDAQ listing standards, Section 10A(m)(3) of the Exchange Act and ourGuidelines.

Our independent directors meet regularly in executive sessions.

What are the current standing committees of the board of directors and who are the members of these committees?

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. From time to time the board may also form ad hoc committees. In 2012, our board of directors formed a Search Committee to evaluate candidates to be our Chief Executive Officer. In 2013, our board of directors also formed a Special Committee of independent directors to consider Liberty Media’s proposal (as discussed further below. See “GOVERNANCE OF THE COMPANY — What is the relationship between Sirius XM and Liberty Media Corporation?”). The board of directors selected Joan L. Amble, James P. Holden and Eddy W. Hartenstein to serve on the Special Committee. The Special Committee is chaired by Mr. Hartenstein.

Copies of the charters for the Audit Committee and the Nominating and Corporate Governance Committee are available on our website athttp://investor.siriusxm.com. The Compensation Committee has not adopted a charter.

The following table shows the current members and chair of each committee and the principal functions performed by each committee:

Committee		Functions
Nominating and Corporate Governance
Members: Gregory B. Maffei James F. Mooney* Carl E. Vogel David M. Zaslav		•  Develops and implements policies and practices relating to corporate governance •  Reviews and monitors implementation of our policies and procedures related to the selection of director candidates •  Assists in developing criteria for open positions as directors on the board of directors •  Reviews background information on potential candidates for directors and makes recommendations to the board of directors •  Makes recommendations to the board of directors with respect to committee assignments

How often did the board and its committees meet during 2012?2013?

During 2012,2013, there were sixten meetings of our board of directors, seven Audit Committee meetings, foureight Compensation Committee meetings and two Nominating and Corporate Governance Committee meetings. Each director nominee attended 75% or more of the total number of meetings of the board and meetings held by committees on which he or she served.

Directors are also encouraged to attend the annual meeting of stockholders. Ms. AmbleEddy W. Hartenstein, Vanessa A. Wittman and Messrs. Gilberti, Hartenstein, and ShawDavid M. Zaslav attended our 20122013 annual meeting of stockholders.

How can stockholders communicate with the board of directors?

Stockholders may communicate directly with our board of directors, or specified individual directors, according to the procedures described on our website athttp://investor.siriusxm.com under “Corporate Governance — Contact our Board”.Board.”

Our Corporate Secretary reviews all correspondence to our directors and forwards to the board a summary and/or copies of any such correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review all correspondence received by us that is addressed to members of our board.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received by us, our board of directors and the Audit Committee regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters. These procedures are available upon written request to our Corporate Secretary.

Compensation Committee Interlocks and Insider Participation

Mr. Bodenheimer, Mr. Flowers, Mr. Holden, and Mr. Vogel were the members of the Compensation Committee during 2013. None of the members of the Compensation Committee is or has been an executive officer of our company, and no director who served on the Compensation Committee during 2013 had any relationships requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director of our company or as a member of the Compensation Committee during 2013.

Director Compensation Table for 20122013

The following table provides compensation information for the year ended December 31, 20122013 for each of our non-employee directors. Directors who are employees do not receive compensation for their services as directors.

318,660; 367,719; Mr. Maffei — 506,925; Mr.555,984; Dr. Malone — 506,925;49,059; Mr. Mooney — 1,456,575; Mr. Shaw — 702,329;180,743; Mr. Vogel — 136,700; and185,759; Ms. Wittman — 136,700.185,759; and Mr. Zaslav — 49,059.

As Chairman of the board of directors, in 2012,2013, Mr. Maffei received an annual cash retainer of $100,000. Mr. Hartenstein as our lead independent director received an annual cash retainer of $100,000. The other members of our board of directors each receive an annual cash retainer of $50,000. Each director who serves as chair of a committee of the board of directors receives an additional annual cash retainer as follows: the audit committee chairwoman receives $30,000; the compensation committee chairman receives $20,000; and the nominating and corporate governance committee chairman receives $10,000.

The members of the Special Committee formed to evaluate the Liberty Media proposal also each received an additional cash retainer of $100,000 in 2014.

In addition, each member receives an award with a grant date value equal to $70,000 in the form of options to purchase our common stock whichstock. The options are granted annually on the next business day following that year’s annual meeting of stockholders. All options to purchase our common stock awarded to our non-employee directors vest over a four-year period, with 25% vesting on each anniversary of the date of grant. No options vest in a given year if, in the prior calendar year, the director failed to attend at least 75% of the meetings of the board.

Any director who fails to attend at least 75% of the meetings of the board of directors in any given year forfeits 25% of his or her compensation that is payable in cash. During 2012,2013, all of our directors other than Mr. Black, attended over 75% of the meetings of our board of directors.the board.

We also pay reasonable travel and accommodation expenses of directors in connection with their participation in meetings of the board of directors.board.

STOCK OWNERSHIP

Who are the principal owners of our stock?

The following table sets forth information regarding beneficial ownership of our common stock as of February 28, 2013March 17, 2014 by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock. In general, “beneficial ownership” includes those shares a person has or shares the power to vote or transfer, and options to acquire our common stock that are exercisable currently or become exercisable within 60 days. Unless otherwise indicated, we believe that the beneficial owner of the common stock listed below, based on information furnished by this owner, has sole investment and voting power with respect to these shares.

How much stock do our directors and executive officers own?

The following table shows the number of shares of common stock beneficially owned by each of our directors, each of our named executive officers and all of our directors and executive officers as a group as of February 28, 2013.2014.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of reports filed pursuant to Section 16(a) of the Exchange Act and written representations furnished to us during our most recent fiscal year, we know of no director, executive officer or beneficial owner of more than ten percent10% of our common stock who failed to file on a timely basis reports of beneficial ownership of our common stock as required by Section 16(a) of the Exchange Act, as amended, other than a late filing of a Form 3 by Mr. Stephen Cook, our Executive Vice President, Sales and Automotive, as a result of his failure to disclose certain shares of common stock held by him upon his appointment as an executive officer and a late filing of a Form 5 by Carl Vogel, a director, as a result of his failure to disclose a gift of certain shares of common stock held by him.Act.

GOVERNANCE OF THE COMPANY

How does the board of directors oversee our risk management process?

The board executes its oversight responsibility for risk management directly and through its committees, as follows:

What are our policies and procedures for related party transactions?

We have adopted a written policy and written procedures for the review, approval and monitoring of transactions involving the Company or its subsidiaries and “related persons.” For the purposes of the policy, “related persons” include executive officers, directors or their immediate family members, or stockholders owning five percent or greater of our common stock.

Our related person transaction policy requires:

In connection with the review and approval or ratification of a related person transaction, management must:

In addition, the related person transaction policy provides that the Compensation Committee, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under the rules and regulations of the SEC, NASDAQ and Internal Revenue Code.

In 2012,Except as described below, in 2013, there were no related party transactions that are required to be disclosed pursuant to the SEC rules and regulations.

What is the relationship between Sirius XM and Liberty Media Corporation?

In February and March 2009, we entered into several transactions to borrow up to $530 million from Liberty Media Corporation and its affiliates. All of these loans were repaid in cash in 2009.

As part of the transactions with Liberty Media, in February 2009, we entered into an investment agreement (the “Investment Agreement”) with Liberty Radio, LLC, an indirect wholly-owned subsidiary of Liberty Media. Pursuant to the Investment Agreement, we issued to Liberty Radio, LLC 12,500,000 shares of convertible preferred stock with a liquidation preference of $0.001 per share in partial consideration for the loan investments. The preferred stock was convertible into approximately 40% of our outstanding shares of common stock (after giving effect to such conversion).

In September 2012, Liberty Radio, LLC converted 6,249,900 shares of its preferred stock into 1,293,467,684 shares of our common stock. In January 2013, the Federal Communications Commission granted Liberty Media approval to acquire de jure control of us and Liberty Radio, LLC converted its remaining preferred stock into 1,293,509,076 shares of our common stock. As a result of these conversions of preferred stock and additional purchases of our common stock, Liberty Media beneficially owned, directly and indirectly, over 50% of our outstanding common stock as of February 28, 2013.March 17, 2014.

FiveTwo current Liberty Media executives and one Liberty Media director are members of our board of directors,directors. Gregory B. Maffei, the President and Chief Executive Officer of Liberty Media, has designated three additional membersis the Chairman of our board of directors.

As a result, Liberty Media has the ability to control our affairs, policies and operations, such as the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence of debt by us, amendments to our certificate of incorporation and bylaws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with the interests of other stockholders. In addition, Liberty Media can determine the outcome of all matters requiring

general stockholder approval and has the ability to cause or prevent a change of control of our Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company and might ultimately affect the market price of our common stock.

On October 9, 2013, we entered into an agreement with Liberty Media to repurchase $500 million of our common stock from Liberty Media. Pursuant to that agreement with Liberty Media, we repurchased $160 million of our common stock from Liberty Media as of December 31, 2013. On January 23, 2014, we entered into an amendment to the agreement with Liberty Media to defer the previously scheduled $240 million repurchase of shares of our common stock from Liberty Media from January 27, 2014 to April 25, 2014, the date of the final purchase installment under the agreement. As a result of this deferral, we expect to repurchase $340 million of our shares of common stock from Liberty Media on April 25, 2014 at a price of $3.66 per share. We entered into this amendment at the request of the Special Committee of our board of directors that was formed to review and evaluate the Liberty Media proposal described below. That Special Committee was comprised of independent directors.

On January 3, 2014, our board of directors received a non-binding letter from Liberty Media proposing a transaction pursuant to which all outstanding shares of our common stock not owned by Liberty Media would be converted into the right to receive 0.0760 of a new share of Liberty Series C common stock, which would have no voting rights. Our board of directors formed a Special Committee of independent directors, consisting of Joan L. Amble, James P. Holden and Eddy W. Hartenstein, to consider the proposal. On March 13, 2014, Liberty Media announced that its proposal was no longer applicable.

Does Sirius XM have corporate governance guidelines and a code of ethics?

Our board of directors adopted theGuidelines which set forth a flexible framework within which the board, assisted by its committees, directs our affairs. TheGuidelines cover, among other things, the composition and functions of our board of directors, director independence, management succession and review, committee assignments and selection of new members of our board of directors.

Our board of directors has also adopted aCode of Ethics, which is applicable to all our directors and employees, including our chief executive officer, principal financial officer and principal accounting officer.

OurGuidelines and theCode of Ethics are available on our website athttp://investor.siriusxm.com under “Corporate Governance” and in print to any stockholder who provides a written request for either document to our Corporate Secretary. If we amend or waive any provision of theCode of Ethics with respect to our directors, chief executive officer, principal financial officer or principal accounting officer, we will post the amendment or waiver at this location on our website.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis, or “CD&A,” describes and analyzes our executive compensation program for our current Chief Executive Officer, our previous Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers named in our Summary Compensation Table. We refer to these sixfive officers throughout the CD&A and the accompanying tables as our “named executive officers.”

On December 18, 2012, Mel Karmazin relinquished his role as our Chief Executive Officer and Jim Meyer, our President, Operations and Sales, was appointed as his replacement on an interim basis. Mr. Karmazin served as our Chief Executive Officer for almost all of 2012. References to our Chief Executive Officer throughout this CD&A refer to Mr. Karmazin, unless otherwise noted.

Executive Summary

The Compensation Committee is responsible for developing and maintaining a compensation program for our named executive officers. The Compensation Committee has strived to design this compensation program with great care, focusing first and foremost on the incentives that the program promotes. The Compensation Committee believes that our ability to recruit and retain top executive talent is essential to our long-term success. Accordingly, the Compensation Committee believes it has successfully balanced the sometimes competing obligations to make decisions which meet the needs of our company against a one size fits all approach.

Our executive compensation program consists primarily of three elements: base salary;salary, performance-based annual bonus and long-term equity compensation. We believe that these three elements, when taken together, provide an optimum mix of fixed compensation and short- and long-term incentives, and therefore serve as the most effective means of attracting, retaining and motivating a talented, entrepreneurial and creative team of executives with the skills and experience necessary to achieve our business goals and enhance stockholder value, and ensure stability in the senior management of our company while also avoiding unnecessary or excessive risk-taking. In addition, in connection with the extension of the term of executive agreements, we have, among other things, eliminated golden parachute excise tax gross ups and added clawback provisions.

At our annual meeting in May 2011,three years ago we held an advisory “say on pay” vote on the compensation of our named executive officers. OurIn May 2011, our stockholders overwhelmingly approved the compensation of our named executive officers, with over 98% of the voting power casting votes in favor of our say-on-pay resolution. In making compensation decisions for 2012, theThe Compensation Committee considered the strong support our stockholders expressed for our pay for performance compensation philosophy and therefore didhas not makemade any changes to the core elements of our compensation programs.programs since that vote. We intend to includehave included an advisory “say on pay” vote on the compensation of our named executive officers in this proxy statement and intend to conduct such advisory vote every three years. Accordingly, the next such vote will be held at our 20142017 annual meeting of stockholders.

Fiscal Year 20122013 Performance Summary

We had an extremely successful yearbelieve that our compensation program for the named executive officers was instrumental in 2012.helping us achieve strong financial and operating performance in 2013. In the face of increasing and intense competition for our products, our financial results as reflected by a 59% increase in our year-over-year stock price, exceeded our projections.public guidance and our internal budget and business plan. The following highlights our financial and operating results for 2012:2013:

In addition, 20122013 was marked by key subscriber and content-based achievements and other measures that contributed to our continued growth and success, including:

In this CD&A, we use certain financial performance measures that are not calculated and presented in accordance with generally accepted accounting principles in the United States of America (“Non-GAAP”). These Non-GAAP financial measures include adjusted EBITDA and free cash flow. We also use in this CD&A subscriber churn, a performance metric which management uses in measuring our business. We use these Non-GAAP financial measures and other performance metrics to manage our business, set operational goals and, in certain cases, as a basis for determining compensation for our employees. Please refer to the glossary contained in our Annual Report for the year ended December 31, 20122013 which accompanies this proxy statement for a discussion of such Non-GAAP financial measures and reconciliations to the most directly comparable GAAP measure and a discussion of these other performance metrics.

Overall Program Objectives and Processes

Program Objectives

We strive to attract, motivate and retain highly qualified executives with the skills and experience necessary to achieveprovide leadership for our key business goalssuccess in dynamic and competitive markets and enhance stockholder value by providing total compensation that is largely performance-based and competitive with the various markets and industries in which we compete for talent. We strive to provide incentives to align the interests of our executives with those of our stockholders and deliver levels of compensation that we believe are commensurate with performance.

We achieve these objectives through three primary compensation elements:

The Compensation Committee believes that a program comprised principally of the above-described three elements is consistent with programs adopted by companies with which we compete for executive talent. The

program is structured to meet the requirements of the intensely competitive and rapidly changing environment in which we operate, while ensuring that we maintain continuity in our senior management, and that the named executive officers are compensated in a manner that advances both the short- and long-term interests of our stockholders and avoids unnecessary or excessive risk-taking.

A high proportion of the compensation for our named executives officers also involves pay that is “at risk” — namely, the annual bonus and equity-based awards. The Compensation Committee uses “at risk” compensation to motivate the named executive officers to achieve goals and objectives that support our business plan and align our executives’ interests with those of our stockholders. The Compensation Committee further believes that delivering compensation in the form of, or based on the value of, our common stock promotes alignment between executive performance and stockholder interests. Accordingly, the value of equity-based compensation represents a large portion of our executives’ total compensation, including through grants of equity-based awards. A high proportion of the compensation for our named executives officers also involves pay that is “at risk” — namely, the discretionary annual bonus and equity-based awards. The Compensation Committee uses “at risk” compensation to motivate the named executive officers to achieve goals and objectives that support our business plan and align our executives’ interests with those of our stockholders.

Processes and Compensation Decisions

The Compensation Committee regularly reviews our compensation practices to assess whether our existing compensation structure properly increasesenhances stockholder value. In 2011,2013, the Compensation Committee engaged Exequity LLP,received advice from an independent compensation consulting firm, to assist itconsultant regarding trends in designing a bonus program that would qualify for the performance-based exception containedgeneral compensation practices, including trends in Section 162(m) of the Internal Revenue Code. After consultation with Exequity, this bonus program was again adopted by the Compensation Committee in 2012. Exequity did not provide advice to the Compensation Committee on other compensation-related decisions for 2012. Instead, theequity-based awards. The members of the Compensation Committee also relied on their significant experience, general industry knowledge and informed judgment in making compensation decisions as to our named executive officers’ base salaries, annual bonuses and annual bonuses.equity-based awards.

The Compensation Committee does not attempt to set compensation levels for each named executive officer within a particular range related to levels provided by peers. The Compensation Committee relies on the general business and industry knowledge and experience of its members and occasionally uses informal market comparisons as one of many factors in making compensation decisions. Other factors considered when making individual executive compensation decisions include individual contribution and performance, reporting structure, historical compensation, internal pay equity, complexity and importance of roles and responsibilities, expected future contributions, leadership and growth potential and our performance. The Compensation Committee also believes that it is in our stockholders’ interests, and consistent with industry practice, to enter into employment agreementsarrangements with our named executive officers in order to provide stability for our senior executives. Further, any compensation or equity awards provided to the named executive officers are subject to clawback as may be required pursuant to any law or regulation.

In determining compensation element levels, including the annual grants of equity-based awards, if any, for each named executive officer (other than the Chief Executive Officer), the Compensation Committee also consults with and considers the recommendations and input of our Chief Executive Officer.

Total Compensation for Named Executive Officers

The Compensation Committee’s goal is to award compensation that incentivizes our named executive officers to enhance value for our stockholders without encouraging the taking of inappropriate business risks, and is not considered excessive when all elements of potential compensation are considered. In making decisions with respect to any single element of a named executive officer’s compensation, the Compensation Committee considers the officer’s level of responsibility, experience and contributions, internal pay equity and the total compensation that may be awarded to the officer, including salary, annual bonus, long-term incentives, perquisites and other benefits. In addition, the Compensation Committee considers the other benefits to which the officer is entitled under his or her employment agreement, including compensation payable upon termination of employment. (The(Each named executive officers areis employed pursuant to agreements described under “Potential Payments upon Termination or Change-in-Control — Employment Agreements” below.)

Executive Compensation Elements

Our practices with respect to the key compensation elements identified above, as well as other elements of compensation, are described below, followed by a discussion of the specific factors considered in determining the levels of these compensation elements for the named executive officers for 2012.2013.

Base Salary

Base salaries for the named executive officers are determined consistent with the terms of their employment agreements. The minimum amount of base salaries set forth in the employment agreements and any increases over these amounts are determined by the Compensation Committee based on a variety of factors, including:

In setting base salaries, the Compensation Committee also considers the amount of base salary as a percentage of total compensation with the goal that a substantial percentage of each executive officer’s total compensation should be performance-based.variable.

Annual Bonus

The Compensation Committee may award annual bonuses in cash, restricted stock, restricted stock units, stock options or a combination thereof. The Compensation Committee believes that bonuses should take into consideration all factors relevant to the Company’s and an executive’s performance, including numerous financial and operational metrics, without being limited by a purely formulaic approach. None of our named executive officers isare entitled to a guaranteed or minimum bonus.

Consistent with prior years, the bonuses approved by the Compensation Committee for 20122013 were intended to achieve two principal objectives:

In developingTo guide the compensation packagesCompensation Committee in determining bonus amounts for the named executive officers, in 2013, the Compensation Committee considered the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Section 162(m) generally disallows a tax deduction for annual compensation in excess of $1 million paid to the Chief Executive Officer or any of the next three most highly compensated executive officers (other than our Chief Financial Officer) unless the compensation qualifies as “performance-based compensation” within the meaning of Section 162(m).

In 2012, the Compensation Committee again adopted under our 2009 Long-Term Stock Incentive Plan, a bonus program designed to qualifyplan that generally measures our performance using various criteria, such as “performance-based compensation” within the meaning of Section 162(m) (the “NEO Bonus Plan”). Pursuant to the NEO Bonus Plan, a bonus pool was established for our Chief Executive Officer and the four most highly compensated executive officers, other than our Chief Financial Officer, consisting of 2.75% of our EBITDA, calculated in accordance with generally accepted accounting principles. The maximum bonus that a named executive officer could receive under the NEO Bonus Plan was limited by the percentages of the bonus pool set forth below (which percentages were not changed during the performance year); and could not exceed the cash equivalent of 120 million shares (based on our closing share price as of the last trading day of 2012). In addition, no amounts could be paid under the NEO Bonus Plan unless a threshold amount of EBITDA was achieved for 2012, and the Compensation Committee retained the ability to exercise its negative discretion to award bonuses in amounts less than the maximum percentages listed below:

After the end of the year, the Compensation Committee evaluated our actual performance against a set of guidelines, including a variety of key operating metrics included in our budget and business plan for 2012. As part of such evaluation, the Compensation Committee considered several metrics, including our increaseincreases in subscribers, revenue, adjusted EBITDA and free cash flow; our results in controlling subscriber churn and operating expenses; the introduction of new products and services during the year; and additional accomplishments and other factorsflow. This plan does not require the Compensation Committee deemed relevant. In addition, Mr. Karmazin and Mr. Meyer made recommendations to the Compensation Committee for individualprovide a guaranteed bonus amounts for ouror a minimum bonus to any of the named executive officers (other than themselves), taking into account the responsibilities and contributions of each individual during the year, our performance and (except in the case of our Chief Financial Officer) the percentage limits contained in the NEO Bonus Plan. These amounts were reviewed and discussed with the Compensation Committee and, following considerationofficers. Rather, this plan is used by the Compensation Committee as one set of factors, along with other financial and operational metrics that the Compensation Committee approved thedeems relevant, in evaluating and benchmarking bonus amounts while exercising negative discretion regarding the permitted percentage limits set forth in the NEO Bonus Plan. For our former Chief Executive Officer, Mr. Karmazin, the Compensation Committee reviewed his performance for the year, determined that he should receive a bonus and established the bonus amount, while exercising negative discretion regarding the permitted percentage limits contained in the NEO Bonus Plan. Our board of directors also ratified Mr. Karmazin’s bonus for 2012. The Compensation Committee determined that the bonuses to our named executive officers would be paid solely in cash. officers.

The bonus awards to our named executive officers are described below under “Fiscal Year 20122013 Pay Implications — Payment of Performance-Based Discretionary Annual Bonuses for 2012”2013” and are reflected in the Summary Compensation Table.

Long-term Incentive Compensation

The Compensation Committee grants long-term incentive awards to directly align compensation for our named executive officers over a multi-year period with the interests of our stockholders by motivating and rewarding actions that enhance long-term stockholder value.value, while also ensuring the continued retention of our named executive officers. The Compensation Committee determines the level of long-term incentive compensation in conjunction with total compensation provided to named executive officers and the objectives of the above-described compensation program. Long-term incentive awards have historically represented a significant portion of our named executive officers’ compensation, thus ensuring that our executives have a continuing stake in our success, aligning their interests with that of our stockholders and supporting the goal of retention through vesting requirements and forfeiture provisions.

In recentprevious years, long-term compensation was granted solely in the form of stock options. Stock options have an exercise price equal to the market price on the date of grant, and therefore provide value to the executives if the executives create value for our stockholders. In addition,2013, the Compensation Committee determined that in light of current market conditions, long-term compensation for our named executive officers would consist of both stock options and restricted stock units (“RSUs”). The value of RSUs increases or decreases in conjunction with the price of our common stock, and also creates incentives for performance and further aligns the executives’ interests with those of our stockholders. Stock options generally vest over a period of three or four years in equal annual installments and areRSUs vest on varying schedules. Both stock options and RSUs will generally vest subject to the executive’s continued employment, which incentivizes the executives to sustain increases in stockholder value over extended periods of time. The specific number of options and RSUs granted is determined either as part of the employment agreement or by the Compensation Committee with the assistance of our Chief Executive Officer (other than in the case of any stock options awardequity awards to himself) and by using their informed judgment, taking into account the executive’s role and responsibilities within the Companyand our overall performance and the overall performance of the Company and our common stock, and is not based on any specific quantitative or qualitative factors. As part of the process, the Compensation Committee also considered the value and structure of the awards as a retention tool. No long-term compensation was awarded to any named executive officer in 2012.

For future long-term incentive awards, the Compensation Committee may consider, in light of current market factors and the status of our business and financial prospects, granting awards that consist of a mix of stock options, restricted performance share units and restricted shares.

Retirement and Other Employee Benefits

We maintain broad-based benefits for all employees, including health and dental insurance, life and disability insurance and a 401(k) savings plan, including a matching component for that plan. Our named executive officers are eligible to participate in all of our employee benefit plans on the same basis as other employees. We do not sponsor or maintain any other retirement or deferred compensation plans for any of our employeesnamed executive officers in addition to our Sirius XM Radio Inc. 401(k) savings plan.

Perquisites and Other Benefits for Named Executive Officers

The Compensation Committee supports providing other benefits to named executive officers that except asare almost identical to Mr. Meyer under the terms of his employment agreement, are substantially the same as those offered to our other full time employees and are provided to similarly situated executives at companies with which we compete for executive talent.

Due toIn limited circumstances, a named executive officer may receive certain tailored benefits. As part of Mr. Meyer’s principal residence being in Indianapolis, Indiana,previous employment agreement, we reimbursereimbursed Mr. Meyer for the reasonable costs of an apartment in the New York metropolitan area and other incidental living expenses, up to a maximum of $5,000 per month for rent. We also reimbursereimbursed Mr. Meyer for the reasonable costs of coach class air-fare from his homes to our offices in New York City. We payFurther, we paid Mr. Meyer an additional amount to hold him harmless as a result of any federal, state or New York City income taxes imputed in respect of the expenses for which he receivesreceived reimbursement. The costs of these benefits for Mr. Meyer constituted less than 10% of his total compensation. These arrangements terminated and Mr. Meyer’s current employment agreement does not include any obligation to reimburse him for living expenses or the costs of travel from his homes or to gross up any payments we make to him. Mr. Rodriguez, due to his principal residence being in the State of Washington, is

reimbursed for the reasonable costs of coach class air-fare from his home to our various offices, along with reasonable hotel and meal expenses. The costs of these benefits for Mr. Rodriguez constitute less than 10% of his total compensation.

Payments to Named Executive Officers Upon Termination or Change-in-Control

The employment agreements with our named executive officers provide for severance payments upon an involuntary termination of employment including involuntary terminations following a change-in-control.without “cause” or for “good reason” (as each term is defined in their employment agreement). These arrangements vary from executive to executive due to individual negotiations based on each executive’s history and individual circumstances. None of the employment agreements for the named executive officers provide for any special payments solely due to a change-in-control. Under the terms of the Sirius XM Radio Inc. 2009 Long-Term Stock Incentive Plan (the “Plan”), if the employment of any of our named executive officers is terminated by us without cause, or by the executive for good reason, within two years following a change-in-control, then in accordance with the Plan, their equity awards are subject to accelerated vesting.

We believe that these severance and change-in-control arrangements mitigate some of the risk that exists for executives working in our highly competitive industry. These arrangements are intended to attract and retain qualified executives who could have other job alternatives that may appear to them, in the absence of these arrangements, to be less risky, and such arrangements allow the executives to focus exclusively on the Company’sour interests.

We believe that severance payments in connection with a change-in-control transaction are necessary to enable key executives to evaluate objectively the benefits to our stockholders of a proposed transaction, notwithstanding its potential effects on their own job security.

Fiscal Year 20122013 Pay Implications

20122013 Base Salary Decisions

We have entered into employment agreements with each of Messrs. Meyer, Greenstein and Donnelly that include increases in their base salaries during the term of their respective agreements. Messrs. Meyer, Greenstein and Donnelly waived the increase in their base salaries that each would have been contractually entitled to in 2012 under their respective employment agreements. We did not solicit those waivers; rather Messrs. Meyer, Greenstein and Donnelly approached us regarding the contractually required increases in their base salaries after weighing factors important to each of them.our named executive officers.

In December 2012, we entered into an amendment to our existingthen-existing employment agreement with Mr. Meyer, pursuant to which he was appointed as our new Chief Executive Officer. In connection with his appointment, Mr. Meyer’s base salary was reinstated from $1,100,000 to $1,300,000, the amount that Mr. Meyer was scheduled to receive under the terms of his existingthen-existing employment agreement and that he had previously waived. In April 2013, we entered into a new employment agreement with Mr. Meyer in connection with his appointment as our Chief Executive Officer on a non-interim basis. In connection with this employment agreement his base salary was increased from $1,300,000 to $1,550,000.

In February 2013, Mr. Greenstein’s base salary was reinstatedrestored from $1,000,000 to $1,250,000, and Mr. Donnelly’s base salarythe amount that he was reinstated from $575,000entitled to $725,000, as required byreceive in 2012 under the terms of their respectivehis then-existing employment agreements.agreement and that he had waived.

In connection with his appointment as our Executive Vice President, Operations and Products, from Group Vice President in August 2013, we entered into a new employment agreement with Mr. Rodriguez pursuant to which the Compensation Committee approved an increase in his base salary from $475,000 to $625,000.

In connection with his appointment as our Executive Vice President, Sales and Automotive, from Group Vice President, General Manager, Automotive Division, in August 2013, we entered into a new employment agreement with Mr. Cook pursuant to which the Compensation Committee approved an increase in his base salary from $450,000 to $600,000.

There werewas no base salary increasesincrease in 20122013 for Messrs. Karmazin or Frear, or Ms. Altman.Mr. Frear.

Payment of Performance-Based Discretionary Annual Bonuses for 20122013

In 2013, the Compensation Committee again adopted, under the Plan, a bonus program designed to qualify as “performance-based compensation” within the meaning of Section 162(m) (the “NEO Bonus Plan”). Pursuant

to the NEO Bonus Plan, a bonus pool was established for our Chief Executive Officer and the other named executive officers, other than our Chief Financial Officer, consisting of 2.75% of our EBITDA. The maximum bonus that a named executive officer could receive under the NEO Bonus Plan was limited to a percentage of the bonus pool (which percentages were not changed during the performance year); and could not exceed the cash equivalent of 120 million shares of our common stock (based on our closing share price as of the last trading day of 2013). In addition, no amounts could be paid under the NEO Bonus Plan unless a threshold amount of EBITDA was achieved for 2013.

Following the end of 2012,2013, the Compensation Committee met to determine whether to exercise its discretion to payconsider bonuses tofor our named executive officers with respect to 20122013 and whether to approve a general cash bonus poolconsider bonuses for our other employees. The Compensation Committee carefully reviewed our performance against key metrics in our budget and business plan for 2012,2013, including the generation of EBITDA, as required by the NEO Bonus Plan, our efforts to increase subscribers, revenue, adjusted EBITDA and free cash flow and to control subscriber churn and operating expenses, as well as our performance in launching new products and services.flow.

Following its review of our 20122013 performance, which the Compensation Committee determined in almost all respects to be superior,exceptional, the Compensation Committee:

The actual amount of the bonus paid to each named executive officer was based on a combination of factors, including our 20122013 corporate performance, his or hertheir individual contributions and performance in his or hertheir functional areas of responsibility and, with respect to all named executive officers other than himself, upon recommendations made by Mr. Karmazin, our former Chief Executive Officer. The amount of Mr. Karmazin’s bonus, who served as our Chief Executive Officer for almost all of 2012, was ratified by our board of directors following a discussion and consideration by the Compensation Committee.Meyer. Various specific factors taken into consideration in determining the bonus amounts for the named executive officers are set forth below. The annual bonuses for Messrs. Karmazin andMr. Meyer areis discussed below under the heading “Related Policies and Considerations — Compensation of our Chief Executive Officer.”

Mr. Greenstein was awarded a bonus for his contributions during the year, including his role in the continued enhancement of our programming, such as the expansion of our channel lineup to include new music, sports and comedy channels;channels, including a new Entertainment Weekly Radio channel focusing on pop culture, celebrities and entertainment and a National Basketball Association channel focusing exclusively on the expansion of the programming content on SiriusXM Latino, a suite of Latin channels featuring programming from leading providers of Spanish-language music, sports, news, talk and entertainment; launching SiriusXM On Demand, which provides subscribers who are listening online with the ability to choose from among a catalog of more than 300 shows and over 3,000 hours of content to listen to whenever they want;NBA; securing and creating additional compelling and exclusive content;content, such as extending our agreement with Fox News to include the Fox Business Network; reducing the costs of certain programming; streamlining and introducing efficiencies into our programming operations; the sale of advertisements on our non-music channels; and understanding and analyzing customer satisfaction levels as they relate to our programming and content offerings; and the continuing integration of our legacy operations.

Ms. Altman was awarded a bonus for her contributions during the year, including her regular on-going contributions as our Chief Administrative Officer and her role in managing our human resources function, including our employee development, diversity and inclusion initiatives, managing our facilities and security operations; supervising the evaluation, management and consolidation of our real estate holdings; overseeing our DC-based operations; and the continuing integration of our legacy operations.offerings.

Mr. DonnellyCook was awarded a bonus for his contributions during the year, including his regular on-going contributions as our General Counsel, such as the management of complex legal and regulatory issues; his role in analyzing, evaluating and managing our litigation matterssubscriber churn and new vehicle conversion rate; maintaining, nurturing and expanding our legal expensesrelationships with automakers and large independent auto resellers, including surpassing 10,000 franchise and independent auto dealers nationwide that provide trial subscriptions to purchasers and lessees of pre-owned vehicles; and entering into an arrangement with Ford to permit subscribers to access to MySXM and SiriusXM On Demand in face of the increasing complexity of our business; assisting in the negotiation and execution of various agreements with programming providers and other essential third parties; and the continuing integration of our legacy operations.their vehicles by using voice commands, steering wheel or radio controls.

Mr. Frear was awarded a bonus for his contributions during the year, including his regular on-going contributions as our Chief Financial Officer and his role in managing our fixed and variable costs; overseeing our investor relations efforts; securing a $1.25refinancing $1.5 billion revolving credit facility with a syndicate of financial institutions;debt; managing our relationships with debt rating agencies and successfully improving our debt rating; reducing our leverage ratio; retiring our 13% Senior Notes prior to their maturity in 2013 and our 9.75% Senior Notes prior to their maturity in 2015;stock buyback program; overseeing our investments

investment in Sirius XM Canada; management of and contributions towards the determination of our royalties for sound recordings before the Copyright Royalty Board; managing the construction and launch of our satellites;FM-6 satellite; and his efforts in the continued integration of our legacy operations, particularly in the area of information technology.

Mr. Rodriguez was awarded a bonus for his contributions during the year, including his role in integrating and managing our newly acquired connected vehicle services business; reducing subscriber acquisition costs; overseeing the development of our transmission and radio technology; and launching MySXM, an innovative personalization feature.

Based on the foregoing, the Compensation Committee approved the specific bonus amounts set forth in the Summary Compensation Table under the “Bonus” column for each of the above named executive officers.

Long-Term Equity Grants for 2013

In 2013, in connection with Messrs. Meyer, Greenstein, Rodriguez and Cook entering new employment agreements, we granted stock options and RSUs to each of them. The specific number of options and RSUs granted was determined by the Compensation Committee with the assistance of our Chief Executive Officer (other than in the case of any equity awards to himself), and are identified in the Grants of Plan-Based Awards in 2013 table and also discussed below under “Potential Payments or Benefits Upon Termination or Change-in-Control — 2012 Stock Option GrantsEmployment Agreements.” The stock options and RSUs are generally subject to the named executive officers’ continued employment through the vesting period, which enhances the retention value of the award and incentivizes the officers to create and sustain long-term value for our stockholders. These awards are expected to be the officers’ primary long-term incentive compensation over a multi-year period.

There were no long-term equity grants to any of our named executive officersMr. Frear in 2012.2013.

Fiscal Year 20132014 Considerations

The Compensation Committee expects to review our executive compensation program in 20132014 with a view to ensuring that it continues to provide the correct incentives and is properly sized given the scope and complexity of our business and the competition we face. The Compensation Committee may employ the same process, or may adopt a modified or wholly different process, in making future bonus decisions, provided that with respect to 2013, thedecisions.

The Compensation Committee has again adopted a bonus program which is intended to comply with Section 162(m) for our Chief Executive Officer and the next five most highly compensatedother named executive officers (other than(except for our Chief Financial Officer) under our 2009 Long-Term Stock Incentivethe Plan that is designed to promote the achievement of our key financial goals for 2013.2014. This bonus program provides for a bonus pool which is based on a percentage of EBITDA. No bonus amount is payable under such program if we do not achieve a specified level of EBITDA.

The Compensation Committee expects that our executive compensation program will continue to respond to changes in economic conditions and our business with flexibility, as needed, to advance our objectives of motivating, attracting and retaining highly qualified executives with the skills and experience necessary to achieve our key business objectives and increase stockholder value.

Related Policies and Considerations

Compensation of our Chief Executive Officer

Several years ago we entered into an employment agreement with Mel Karmazin to serve as our Chief Executive Officer. On December 18, 2012, Mr. Karmazin relinquished his role as our Chief Executive Officer. The material terms of Mr. Karmazin’sMeyer’s employment agreement are described below under “Potential Payments or Benefits Upon Termination or Change-in-Control — Employment Agreements — Mel Karmazin.James E. Meyer.”

The terms of Mr. Karmazin’sMeyer’s employment were established by negotiations between Mr. KarmazinMeyer and the Compensation Committee. The Compensation Committee did not retain an independent compensation consultant to advise themChairman of our board of directors in consultation with the negotiation of Mr. Karmazin’s compensation arrangements or to assess the reasonablenessother members of the compensation arrangements. The Compensation Committeead hoc committee created to direct the chief executive officer search. This ad hoc search committee concluded that, in its business judgment,

Mr. Karmazin’sMeyer’s qualifications and prior experience as chief executive officer, particularly in the radio industry,our President, Operations and Sales, were uniquelywell suited to our needs, and that his compensation, including the base salary and stock optionequity components, was, taken as a whole, appropriate under the circumstances. As part of the process, the Compensation Committee reviewed the proposed compensation of Mr. Meyer and ratified the recommendation of the ad hoc search committee.

In February 2013,2014, Mr. KarmazinMeyer was awarded a cash bonus of $9,500,000$4,720,000 in recognition of his performance and our corporate performance in 2012,2013, including:

On December 18, 2012, Mr. Meyer was appointed our Chief Executive Officer, replacing Mr. Karmazin. In connection with his appointment as Chief Executive Officer, we entered into an amendment to our existing employment agreement with Mr. Meyer. This amendment extended the term of his employment agreement to October 31, 2013; increased his base salary from $1,100,000 to $1,300,000, the amount that Mr. Meyer was scheduled to receive under the terms of his existing employment agreement and that he had previously waived; and changed the date that he may elect to retire from May 2013 to October 2013. Our agreement with Mr. Meyer, as amended, provides that if his employment terminates after another person is appointed as our Chief Executive Officer, then Mr. Meyer will be entitled to an additional bonus to reflect his contributions in an amount determined by the Compensation Committee.

Mr. Meyer was awarded a bonus for his contributions during 2012, including his role in:

Policy with Respect to Internal Revenue Code Section 162(m)

As described above under “Fiscal Year 20132014 Considerations,” in 20132014 the Compensation Committee again adopted a bonus plan which is intended to comply with Section 162(m) for our Chief Executive Officer and the next five most highly compensatedother named executive officers, other thanexcept for our Chief Financial Officer. The Committee

anticipates that this plan will result in tax deductibility for any compensation we pay to such executive officers that exceeds $1 million in 2013.2014. However, the Compensation Committee may from time to time approve compensation that is not deductible under Section 162(m) if it determines that it is in our best interest to do so.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussion, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our annual report on Form 10-K for the year ended December 31, 2012.2013.

Compensation Committee

CARL E. VOGEL,Chairman

GEORGE W. BODENHEIMER

DAVID J.A. FLOWERS

JAMES P. HOLDEN

Summary Compensation Table

The following table provides information concerning total compensation earned by or paid to our Chief Executive Officer, our former Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers who served in such capacities as of December 31, 20122013 for services rendered to us during each of the past three fiscal years. These sixfive officers are referred to herein as the “named executive officers”.officers.”

(3)(2)

For each named executive officer, with the exception of Mr. Rodriguez, the amount in the “All Other Compensation” column for 20122013 reflects $7,500$7,650 of matching contributions by us under ourthe Sirius XM Radio Inc. 401(k) savings plan. “All Other Compensation” for Mr. Meyer also includes amounts reimbursed for temporary living and travel expenses, all of which are reimbursed based upon receipts. In 2012, Mr. Meyer was paid $55,000 for rent, $48,551 for travel, and $4,692 for utilities. Travel-related expenses include airfare, taxi/car services, and other incidental travel-related costs. In addition, in 2012 “All Other Compensation” for Mr. Meyer includes $89,552

In addition to $7,650 of matching contributions by us under the Sirius XM Radio Inc. 401(k) savings plan, “All Other Compensation” for Mr. Meyer includes amounts reimbursed for temporary living and travel expenses, all of which were reimbursed based upon receipts. In 2013, Mr. Meyer was paid $20,000 for rent, $7,256 for travel, and $637 for utilities. Travel-related expenses include airfare, taxi/car services, and other incidental travel-related costs. In addition, in 2013 “All Other Compensation” for Mr. Meyer includes $22,520 for reimbursement of taxes associated with these expenditures in accordance with his previous employment agreement. Mr. Meyer entered into a new employment agreement in 2013 which eliminated our obligation to reimburse him for the reasonable costs of an apartment in the New York metropolitan area and other incidental living expenses, and for the reasonable costs of coach class airfare from his homes to our offices in New York City. That agreement also released us from our future obligation to pay Mr. Meyer an additional amount to hold him harmless as a result of any federal, state or New York City income taxes imputed in respect of the expenses for which he receives reimbursement.

“All Other Compensation” for Mr. Rodriguez also includes amounts reimbursed for travel expenses, meals and lodging, all of which were reimbursed based upon receipts. In 2013, Mr. Rodriguez was reimbursed $39,580 for travel and $8,407 for meals and lodging. Travel-related expenses include airfare, taxi and car services, and other incidental travel-related costs.

(4)	Mr. Rodriguez became an executive officer in August 2013 upon his promotion to Executive Vice President, Operations and Products.

Grants of Plan-Based Awards in 20122013

There were noThe following table provides information with respect to equity grants of plan-based awards made during fiscal year 20122013 to the named executive officers.

Outstanding Equity Awards at Fiscal Year-End 20122013

The following table provides information with respect to the status at December 31, 20122013 of all unexercised options and unvested restricted stock units awarded to each of the named executive officers.

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units that have not Vested (#)				Market Value of Shares or Units of Stock that have not Vested(1) ($)
James E. Meyer(2)			1,350,000				—				5.49				2/2/2016				—				—
			512,000				—				3.65				2/1/2017				—				—
			707,000				—				2.82				1/23/2018				—				—
			830,500				—				0.6235				8/31/2019				—				—
			6,296,246				—				0.5252				10/14/2019				—				—
			—				10,128,894				3.30				5/02/2023				—				—
			—				—				—				—				984,848				3,437,120
Scott A. Greenstein(3)			1,250,000				—				6.552				8/8/2015				—				—
			435,000				—				3.65				2/1/2017				—				—
			607,000				—				2.82				1/23/2018				—				—
			—				5,499,340				3.755				7/25/2023				—				—
			—				—				—				—				266,312				929,429
Stephen R. Cook(4)			460,000				—				4.74				2/18/2014				—				—
			1,108,000				—				0.6235				8/31/2019				—				—
			631,350				210,450				0.99				8/09/2020				—				—
			425,000				425,000				1.64				8/23/2021				—				—
			212,500				637,500				2.48				8/14/2022				—				—
			—				2,761,018				3.695				8/14/2023				—				—
			—				—				—				—				270,636				944,520
David J. Frear(5)			700,000				—				6.56				8/10/2015				—				—
			307,000				—				3.65				2/1/2017				—				—
			483,000				—				2.82				1/23/2018				—				—
			1,500,000				—				3.05				2/12/2018				—				—
			—				561,200				0.99				8/9/2020				—				—
			6,000,000				8,000,000				2.13				7/21/2021				—				—
Enrique Rodriguez(6)			212,500				637,500				2.87				10/22/2022				—				—
			—				2,761,018				3.695				08/14/2023				—				—
			—				—				—				—				270,636				944,520

(6)

Outstanding equity awards for Mr. Rodriguez vest as follows: options granted at an exercise price of $2.87 vest in four equal installments from the date of grant of October 22, 2012; and options granted at exercise price of $3.695 vest in four equal installments from the date of grant of August 15, 2013. The restricted stock units granted to Mr. Rodriguez cliff vest on August 15, 2017.

Option Exercises and Stock Vested in 20122013

The following table provides information with respect to option exercises and restricted stock and restricted stock units that vested during 2012.2013.