8-K 1 c76153_8k.htm
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`WASHINGTON, D.C. 20549
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`FORM 8-K
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`CURRENT REPORT
`Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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`Date of Report (Date of earliest event reported): January 14, 2014 (January 10, 2014)
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`SIRIUS XM HOLDINGS INC.
`(Exact Name of Registrant as Specified in its Charter)
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`001-34295
`(Commission File Number)
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`38-3916511
`(I.R.S. Employer
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`Identification No.)
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`Delaware
`(State or other Jurisdiction
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`of Incorporation)
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`1221 Avenue of the Americas, 36th Fl., New York, NY
`(Address of Principal Executive Offices)
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`Registrant’s telephone number, including area code: (212) 584-5100
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`10020
`(Zip Code)
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`Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
`registrant under any of the following provisions:
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`£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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`£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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`£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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`£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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`Fraunhofer Ex 2007-1
`Sirius XM v Fraunhofer, IPR2018-00682
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`

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`Item 5.02
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`Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
`Compensatory Arrangements of Certain Officers
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`On January 10, 2014, Sirius XM Radio Inc. entered into a new employment agreement (the “Employment Agreement”) with
`Patrick L. Donnelly to continue to serve as the Executive Vice President, General Counsel and Secretary of both Sirius XM Radio Inc.
`and Sirius XM Holdings Inc. through January 14, 2017. The Employment Agreement provides for the continuation of his current
`annual base salary of $725,000 and an opportunity to earn an annual bonus in an amount determined by the Compensation Committee
`of our Board of Directors. The Employment Agreement is generally consistent with Mr. Donnelly’s existing employment agreement,
`except that it no longer provides for a so-called golden parachute excise tax gross up and includes certain changes in respect of the
`creation of Sirius XM Holdings Inc. as the parent of Sirius XM Radio Inc.
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`The Employment Agreement also provides, in the case of certain qualifying terminations, for a lump sum severance payment
`in an amount equal to Mr. Donnelly’s annual base salary plus the last bonus paid (or due and payable) to him. Our obligation to pay the
`severance is subject to Mr. Donnelly’s execution of a release of claims against us.
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`In connection with the execution of the Employment Agreement, we granted Mr. Donnelly an option to purchase 3,671,045
`shares of our common stock at an exercise price equal to $3.70 (the closing sale price of our common stock on the Nasdaq Global
`Select Market on January 10, 2014, the date of the Employment Agreement)(the “Option”). We also granted Mr. Donnelly 270,270
`restricted stock units (the “RSUs”). The Option will vest in approximately three equal annual installments and the RSUs will vest on
`January 10, 2017, subject in each case to earlier acceleration or termination under certain circumstances.
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`The Employment Agreement also includes a compensation clawback provision, pursuant to which any incentive-based or
`other compensation paid to Mr. Donnelly by us or any of our affiliates is subject to deductions and clawback as required by applicable
`law, regulation or stock exchange listing requirement, or any company policy adopted pursuant thereto.
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`The foregoing description is qualified in its entirety by the Employment Agreement attached as Exhibit 10.1 to this Current
`Report on Form 8-K.
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`Item 9.01
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`Financial Statements and Exhibits
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`(d) Exhibits.
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`The Exhibit Index attached hereto is incorporated herein.
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`Fraunhofer Ex 2007-2
`Sirius XM v Fraunhofer, IPR2018-00682
`
`

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`SIGNATURES
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`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.
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`SIRIUS XM HOLDINGS INC.
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`By: /s/James E. Meyer
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`James E. Meyer
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`Chief Executive Officer
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`Dated: January 14, 2014
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`Fraunhofer Ex 2007-3
`Sirius XM v Fraunhofer, IPR2018-00682
`
`

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`Exhibit
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`10.1
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`EXHIBITS
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`Description of Exhibit
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`Employment Agreement, dated as of January 10, 2014, between Sirius XM Radio Inc. and Patrick L. Donnelly
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`Fraunhofer Ex 2007-4
`Sirius XM v Fraunhofer, IPR2018-00682
`
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