SiriusXM Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$SIRI
Broadcasting
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2026 (May 28, 2026 )
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. | ||||
Amendment No. 1 to Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan
As reported below under Item 5.07 of this Current Report, Sirius XM Holdings Inc. (the “Company,” “we,” “us” or “our”) held its annual meeting of stockholders on May 28, 2026 (the “2026 Annual Meeting”), at which the Company’s stockholders approved an amendment (“Amendment No. 1”) to the Company’s Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan (the “2024 Plan”) to increase the aggregate number of shares available for the grant of awards by 7,200,000 shares to a total of 22,565,993 shares. A description of the material terms of the 2024 Plan and Amendment No. 1 is set forth in the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting, which was filed on April 10, 2026 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the section entitled “Item 3—Approval of Amendment No. 1 to the Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan,” which is incorporated herein by reference. This description of Amendment No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is included as Exhibit 10.1 to this Current Report and attached to the Definitive Proxy Statement as Appendix A.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On May 28, 2026, the Company held its 2026 Annual Meeting, at which the Company’s stockholders voted on the matters disclosed in our Definitive Proxy Statement in connection with the 2026 Annual Meeting. The final voting results for the matters submitted to a vote of stockholders are as follows:
Item 1 – Election of Directors
The holders of our common stock elected the persons listed below as Class I directors.
| Votes Cast For | Votes Withheld | Broker Non-Votes | |||||||||
| Eddy W. Hartenstein | 229,472,971 | 4,921,855 | 51,448,019 | ||||||||
| Kristina M. Salen | 231,643,217 | 2,751,609 | 51,448,019 | ||||||||
| Jennifer C. Witz | 230,660,585 | 3,734,241 | 51,448,019 | ||||||||
The holders of our common stock elected the persons listed below as Class II directors.
| Votes Cast For | Votes Withheld | Broker Non-Votes | |||||||||
| Evan D. Malone | 230,881,893 | 3,512,933 | 51,448,019 | ||||||||
| Jonelle Procope | 210,894,725 | 23,500,101 | 51,448,019 | ||||||||
| Anjali Sud | 213,150,753 | 21,244,073 | 51,448,019 | ||||||||
Item 2 – Advisory Vote on Named Executive Officer Compensation
The holders of our common stock approved, on a non-binding advisory basis, the compensation paid to our named executive officers.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 228,280,853 | 4,764,836 | 1,349,137 | 51,448,019 | ||||||||
Item 3 – Approval of Amendment No. 1 to Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan
The holders of our common stock approved Amendment No. 1 to the 2024 Plan.
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | ||||||||
| 224,632,532 | 8,579,820 | 1,182,474 | 51,448,019 | ||||||||
Item 4 – Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accountants for 2026
The holders of our common stock ratified the appointment of KPMG LLP as our independent registered public accountants for 2026.
| Votes Cast For | Votes Cast Against | Abstentions | ||||||
| 281,049,339 | 2,379,515 | 2,413,991 | ||||||
| Item 9.01 | Financial Statements and Other Exhibits. | ||||
(d) Exhibits.
| 10.1 | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SIRIUS XM HOLDINGS INC. | ||||||||
| By: | /s/ Eve Konstan | |||||||
| Eve Konstan Executive Vice President, Chief Legal Officer and Secretary | ||||||||
Dated: June 1, 2026