(SIRI) Sirius Xm Holdings Inc. - 8-K

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

Amendment No. 1 to The Sirius XM Holdings Inc. 2024 Long-Term Stock Incentive Plan.

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.