---
schema_version: "secwatch.filing_event.v1"
accession: "0000930413-23-001679"
form_type: "8-K"
ticker: "SIRI"
cik: "0000908937"
company_name: "SIRIUS XM HOLDINGS INC."
filed_at: "2023-06-05T23:59:59+00:00"
generated_at: "2026-06-14T07:45:38.618179+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Sirius XM shareholders elect 13 directors, approve say-on-pay; board picks 3-year frequency despite 1-year vote win

## Summary
- All 13 director nominees elected with votes for ranging from 3.31B to 3.41B; broker non-votes of 233M.
- Advisory vote on executive compensation passed with 3.365B for vs 52.5M against.
- Shareholders voted 3.288B for 1-year frequency (89% of voting shares), but board chose 3-year frequency.
- Ratification of KPMG as auditor for 2023 approved with 3.64B for, 11.2M against.
- Annual meeting held June 1, 2023; results filed on Form 8-K June 5.

## SEC filing metadata
- accession: 0000930413-23-001679
- form_type: 8-K
- ticker: SIRI
- cik: 0000908937
- company_name: SIRIUS XM HOLDINGS INC.
- filed_at: 2023-06-05T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/0000930413-23-001679-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/c106848_8k-ixbrl.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000930413-23-001679
- JSON: https://secwatch.observer/filing/0000930413-23-001679.json
- Plain text: https://secwatch.observer/filing/0000930413-23-001679.txt

## Key facts
- Shareholder Votes
  SIRIUS XM HOLDINGS INC. shareholders approved Election of the persons listed below as directors at the 2023-06-01 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: At the 2023 Annual Meeting, the holders of our common stock elected the persons listed below as directors. Votes Cast For Votes Withheld Broker Non-Votes David A. Blau 3,340,025,011 81,099,422 232,954,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/0000930413-23-001679-index.htm
- Shareholder Votes
  SIRIUS XM HOLDINGS INC. shareholders approved Advisory vote to approve executive compensation at the 2023-06-01 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: Item 2 – Advisory Vote on Executive Compensation The holders of our common stock approved, in a non-binding advisory vote, the compensation paid to our named executive officers as disclosed in the Proxy Statement. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 3,365,287,548 52,488,610 3,348,275 232,954,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/0000930413-23-001679-index.htm
- Shareholder Votes
  SIRIUS XM HOLDINGS INC. shareholders voted on Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-06-01 meeting.
  - Proposal: say on pay frequency
  - Meeting: 2023-06-01
  source text: Item 3 – Frequency of Advisory Vote on Executive Compensation The non-binding advisory vote on the frequency of future advisory votes on executive compensation received the following votes: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 3,287,633,698 2,533,624 128,416,455 2,540,656 232,954,243
  evidence_url: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/0000930413-23-001679-index.htm
- Shareholder Votes
  SIRIUS XM HOLDINGS INC. shareholders approved Ratification of appointment of KPMG LLP as independent registered public accountants for 2023 at the 2023-06-01 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-01
  source text: Item 4 – Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2023 The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2023. Votes Cast For Votes Cast Against Abstentions 3,639,780,966 11,243,606 3,054,104
  evidence_url: https://www.sec.gov/Archives/edgar/data/908937/000093041323001679/0000930413-23-001679-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.