8-K 1 siri-20180111x8xk.htm 8-K
`
`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): January 11, 2018 (January 10, 2018)
`SIRIUS XM HOLDINGS INC.
`(Exact Name of Registrant as Specified in its Charter)
`
`Delaware
`(State or other Jurisdiction
`of Incorporation)
`
`001-34295
`
`(Commission File Number)
`
`1290 Avenue of the Americas, 11th Fl., New York, NY
`(Address of Principal Executive Offices)
`
`38-3916511
`(I.R.S. Employer
`Identification No.)
`
`10104
`(Zip Code)
`
`Registrant’s telephone number, including area code: (212) 584-5100
` Former name or former address, if changed since last report: Not Applicable
`
`Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
`the following provisions:
`
`o
`
`o
`
`o
`
`o
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`Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
`
`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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`Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
`§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
`
`Emerging growth company
`
`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
`any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
`
`Fraunhofer Ex 2009-1
`Sirius XM v Fraunhofer, IPR2018-00689
`
`

`

`Item 5.02
`
`Departure of Directors or Certain Officers; Election of Directors;
`Appointment of Certain Officers; Compensatory Arrangements of
`Certain Officers.
`
`On January 10, 2018, our subsidiary, Sirius XM Radio Inc., entered into a new employment agreement (the “Employment Agreement”)
`with James E. Meyer to continue to serve as our Chief Executive Officer through December 31, 2018. The Employment Agreement is substantially
`similar to Mr. Meyer’s existing employment agreement, other than with respect to certain economic changes described below.
`
`The Employment Agreement provides for an annual base salary of $2,000,000 and an opportunity to earn an annual bonus in an amount
`determined by the Compensation Committee of our Board of Directors based on the achievement of performance goals. The Employment
`Agreement does not provide for a specified annual bonus target opportunity.
`
`The Employment Agreement also provides, in the case of certain qualifying terminations, for a pro-rated bonus payment for the year of
`termination based on actual performance, and a lump sum cash severance payment equal to the remaining amount of Mr. Meyer’s base salary
`through the scheduled expiration of the Employment Agreement on December 31, 2018. Our obligation to pay the pro-rated bonus and severance is
`subject to Mr. Meyer’s execution of a release of claims against us and his compliance with certain restrictive covenants.
`
`Consistent with his existing employment agreement, upon his termination of employment due to the expiration of the Employment
`Agreement or in the case of certain qualifying terminations, we have agreed to offer Mr. Meyer a three-year consulting agreement. Pursuant to that
`consulting agreement, Mr. Meyer will be paid a fee of $2,200,000 per year. In the event Mr. Meyer’s employment is terminated as a result of his
`death or disability or we fail to enter into the consulting agreement in certain circumstances, then we will pay him or his representative a lump sum
`of $6,600,000 as compensation for the lost consulting opportunity, subject to Mr. Meyer’s execution of a release of claims against us and his
`compliance with certain restrictive covenants.
`
`On the first trading day when there is no applicable trading blackout restriction relating to our common stock, we will grant Mr. Meyer
`restricted stock units with a grant date value of $7,500,000 (based on the closing price of our common stock on The Nasdaq Global Select Market
`on the date of grant). Mr. Meyer’s restricted stock units will cliff vest on December 31, 2018, subject to earlier acceleration or termination under
`certain circumstances.
`
`The Employment Agreement contains other provisions consistent with his existing employment agreement, including a compensation
`clawback, pursuant to which any incentive-based compensation paid to Mr. Meyer by us or any of our affiliates is subject to deductions and
`clawback as required by applicable law, regulations 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.
`
`Fraunhofer Ex 2009-2
`Sirius XM v Fraunhofer, IPR2018-00689
`
`

`

`EXHIBITS
`
`Exhibit
`10.01
`
`Description of Exhibit
`Employment Agreement, dated January 10, 2018, between Sirius XM Radio Inc. and James E.
`Meyer
`
`Fraunhofer Ex 2009-3
`Sirius XM v Fraunhofer, IPR2018-00689
`
`

`

`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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`SIGNATURES
`
`SIRIUS XM HOLDINGS INC.
`
`By:
`
`/s/ Patrick L. Donnelly
`Patrick L. Donnelly
`Executive Vice President, General
`Counsel and Secretary
`
`Dated: January 11, 2018
`
`Fraunhofer Ex 2009-4
`Sirius XM v Fraunhofer, IPR2018-00689
`
`