Sirius XM Annual Meeting: What's on the Agenda? 82 comments
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Those that follow satellite radio already know that the Sirius XM (SIRI) annual meeting is scheduled for today. On the agenda are seats for the Board of Directors, a vote on authorization for a reverse split, a vote on adding additional authorized shares, and a vote on the accounting firm used by the company.
As with last year's annual meeting, I would not expect this one to be broadcast. If you want to know what happens, you either have to attend, or know someone that does.
A few items that should be of interest include:
1. The vote on the Board of Directors is a standard vote. Unvoted shares get to be voted on by the Board.
2. The vote on the reverse split is not to approve an instantaneous reverse split, but rather to approve one if the company feels it needs to have it. The authorization for a reverse split would expire on December 31st of 2009. Management has stated that the intent of this measure is to satisfy NASDAQ listing requirements if needed. Sirius XM stock needs to get above $1 per share to keep in compliance with NASDAQ. NASDAQ has passed a temporary hold on delisting that runs through mid January of 2009.
If the share price is not in compliance, the company will receive notice from NASDAQ. The company can apply for an extension of 180 days, and can possibly extend that deadline further if accepted by NASDAQ. With this vote, a majority of shares are needed to pass or deny the measure. That means that 50.1% of the shares are needed by either side to determine the issue. Non-votes are counted as “no” votes regarding the measure.
3. The proposal to make the authorized share count 8,000,000,000 instead of the current 4,500,000,000 is also on the table. Like the merger vote and the reverse split vote, a 50.1% majority vote is needed to pass or defeat the measure. Non-votes are counted as “no” votes regarding this measure. The authorized share increase would happen prior to a reverse split. Thus, if a 1-50 reverse split were to happen, the 8,000,000,000 shares would become 160,000,000 authorized shares.
4. The accounting firm vote is a standard vote. Unvoted shares can be voted by the Board.
There are sure to be many issues brought up by shareholders at the meeting. With the stock price performing poorly, shareholders are frustrated and concerned. The two most important issues to the shareholders are likely to be the authorized share count, and the reverse split issue. Those issues may take the longest to determine. If the current Board wants these issues passed, and there are not enough votes either way, they can elect to extend the meeting, and try to gather more support for their side. Until such time that one side reaches 50.1%, the meeting can “continue”.
These are important matters to the company as well as the shareholders. Sector followers should read their proxy and consider participation in the process.
Disclosure: Long Sirius XM
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This article has 82 comments:
It means that the stock price can decline farther. At 10 cents, there is a cushion below which buyers support it, since it cannot go much lower. At $1, it can drop 10X as much.
Current shareholders are hurt (worse), but managment has little choice to avoid delisting.
Ugh.
On Dec 18 09:56 AM Loy wrote:
> What exactly does the reverse split mean to someone that has shares
> in siri
Keep an eye on it. There's a battle of wills going on. I picked up another 3K here just in case. Remember intraday runs higher have pullbacks...
Most annuals I've been to last about 2 hours. In this case though, if they opened the floor to questions, they might need a case of snickers bars cause they'll be awhile lol!
Sirius XM Radio (SIRI) Re-Affirms Guidance
December 18, 2008 10:13 AM EST
Sirius XM (Nasdaq: SIRI) is giving update and outlook to investors today at its annual meeting. Below are some highlights from Sirius' presentation.
Sirius XM Radio sees 20.6M subscribers in 2009.
Sirius XM Radio sees 2008 revenue $2.4 billion versus consensus of $2.2 billion.
Sirius XM Radio new adjusted EBITDA guidance is a loss of $200 million versus a loss of $300 million.
Sirius XM Radio guidance implies 4Q08 adjusted EBITDA of ($32) mm versus pro forma 4Q07 of ($224) mm, an 86% improvement
Sirius XM Radio will be 22% lower by year-end 2008.
Sirius XM Radio total cost savings of over $35 million annually
2009
Sirius XM Radio guides 2009 sales $2.7 billion versus consensus of $2.66 billion.
Adjusted EBITDA turns positive in 2009
Approximately $300 mm in 2009
Driven by revenue growth and cost cuts / synergies, offset by royalty and revenue share increases.
JPMorgan (NYSE: JPM) and Evercore working on Sirius XM's overall financing plan.
I am way further into this stock then I ever intended.
While I deployed I sent my wife most of my check and just kept about 100 per week for icecream cigarettes and other gedunk. Then I decided to learn the stock market and picked Sirius as first stock (groan) It was simply a case of name recognition and low price with a target 2x price. I figured I would spend 100-200 per week on stocks
When SP fell I began buying to get my avg down. I sold the other stocks to raise cash for Sirius. (The others of course have since went up nicely)
SP kept falling and I kept buying. (stopped buying Starbucks coffee and just getting free coffee from MWR I was asked one day why I didn't buy Starbucks any more and I replied :it's 20 shares of Sirius")
I have my avg down to what I think is possible reach for SP.
On Dec 18 10:37 AM sl62 wrote:
> mogami_99...
>
> Keep an eye on it. There's a battle of wills going on. I picked up
> another 3K here just in case. Remember intraday runs higher have
> pullbacks...
In theory, that would be correct . Esp. at lower share volumes, brokers are known to intercept your buy or sell and after compensating you, hang on to your shares for any agenda they may have.
Personally IMVHO, if you've got a few months here, I don't think you will be disappointed with your return...
The idea is simple. Once long positions get tired of price declines they sell and then you buy and return the borrowed shares. If every time stock is bought I turn around and short an equal number the pressure on price will be down once the longs sell You can kill the price of any stock doing this.
Do I understand everything correctly?.
LOL. try 20%
So why would they lend to a company that has never made a profit, is buried in debt, has under a $500mil mrkt cap, with worsening prospects, in a dismal and getting worse economy, and is on a negative credit watch at the 4th lowest rating before "Default", at 5-6% ?
The market thinks the $500mil 9.625%cpn of 2013 is worth about 20 cents on the dollar. That's a 60%yield.
"5-6%".... some of you will never get it.
Excellent article! I wasn't aware of the need to pass those key measures by 50.1% of the vote, with shares not voted as a no vote. To me, that is key. Many shareholders do not vote. And, that is why the existing Board is almost always re-elected, shareholders not voting are a vote for the Board. My only negative comment on this information......why wasn't this mentioned previously. I am sure many who read this blog were not aware of those rules.
(either that or the vote was conducted by Venezuelan election officals)
1. Are 75 percent of Sirius stock holders really idiots?
2. Just what does a CEO and Board have to do to get fired. Are share holders really worried someone new might do worse?
Suppose you were a big investor who got in for 1 million shares at 2.00 per share. your shares are worth 140,000 right now. Did you really just vote to turn your million shares into 20,000 that will need SP to increase to 100.00 per share just to break even? Thats madness.
I quess the shorts really do decide what happens and this is their dream scenario. Now they get to ride stock down again.
It does not matter whether or not company actually does the R/S reissue. All that matters to keep SP down is that it is possible and company is not stating flat out "we will not do this"
SP could have been restored faster by their saying what they would never do faster then what they need in their "playbook"
On Dec 18 02:58 PM wcorowitz wrote:
> etrade says 87% of the shares were represented at the meeting. Probably
> mostly hedge funds and mutual funds. I will be out of this stock
> if it ever pops. I feel like I don't really have a voice. Nothing
> of note from this meeting that would move the stock. Mel missed another
> oppurtunity.
It resets to 9% in 5 years. JPM and others didn't even want the money...and they're supposed to use it to help the economy not make mad money for themselves by raping on interest rates. Mel had said he could get 6 or 7 plus Libor (which is now 1.5% and said to be going under 1 in January).
The JPM involvement news is very interesting and changes the picture somewhat for me. We don't know the extent of their involvement yet but it ups the stakes for sure. If they get involved financially, that wil tell you who believes in whom or what.
Let's put it this way. I'd much rather see that name in this report than a Morgan Stanley.
In today's report they said this:
>>CAPTIAL STRUCTURE INITIATIVES
JPMorgan and Evercore working on overall financing plan
3 areas of activity:
Operational improvements
Existing debt holder discussions
New investor discussions
Looking to complete all by March 1<<
This is enough to keep me interested...
NEW YORK, Dec 18, 2008 /PRNewswire-FirstCall via COMTEX News Network/ --
SIRIUS XM Radio (Nasdaq: SIRI) announced today that its stockholders approved the four proposals considered at its Annual Meeting of Stockholders, held today.
(Logo: www.newscom.com/cgi-bi...)
At the Annual Meeting, SIRIUS XM stockholders voted to re-elect the existing Board of Directors, which consists of Joan L. Amble, Leon D. Black, Lawrence F. Gilberti, Eddy W. Hartenstein, James P. Holden, Chester A. Huber, Jr., Mel Karmazin, John W. Mendel, James F. Mooney, Gary Parsons, Jack Shaw and Jeffrey D. Zients.
SIRIUS XM stockholders also approved two amendments to the Company's certificate of incorporation. The first amendment increases the number of authorized shares of SIRIUS XM common stock from 4,500,000,000 shares to 8,000,000,000 shares. The second amendment permits the Board of Directors of SIRIUS XM at any time prior to December 31, 2009 to effect a reverse stock split of SIRIUS XM common stock by a ratio of not less than one-for-ten and not more than one-for-fifty, with the exact ratio to be determined by the SIRIUS XM Board of Directors at its discretion. The second amendment also allows for a reduction of the number of authorized shares of SIRIUS XM common stock as described in the proxy statement for the Annual Meeting.
Finally, stockholders ratified the appointment of KPMG LLP as the independent auditors of the company for the fiscal year ending December 31, 2008.
The final results of the voting are expected to be filed with the Securities and Exchange Commission as part of the company's Annual Report on Form 10-K for the year ending December 31, 2008.
Total shares represented at the meeting were 2,821,080,936, representing approximately 87.07% of the total shares outstanding as of the record date, October 20, 2008.
Yes sir. These guys still are shooting for their .10 or lower and won't give up until they see it's been exhausted. But today was a good look at a false start. They started scrambling on the JPM news...but then later in the presentation came the slide I posted about the timeframe of March 1. That's was the reversal. But that's not that far off and as said, if you watched your board today, you can see how fast this stock is going to move when captitulation finally hits. IMHO...
I don't know, I have to look at today as a positive. There was a lot of resistence to the downside and support always seemed to materialize at key points. I love the JPM news in the mix and the rest is fait a compli. They've got the shares and the rev..no surprise there. I think I am I so at ease because the market seemed to digest this better than I expected. I think I like it. I see fear subsiding. Anyone like 24/7DOUG M, who looks at today's presentation and still sees a BK or going out of business by June, is a bigger loser than b4 you started looking. And yes, 24/7 Doug is the biggest loser of all.
Hang in there people. No fear.
Yes. I had to leave for a while today and after looking at the intraday, I see there was a second run up while I was gone. Tells me how jumpy shorts are here protecting their turf. They will not capitulate until an event that without doubt closes the door lower from here. I think they still believe in .10 or a little lower from here, which on say 2 million shares is at least 60K. We're obviously getting closer though.
I do see something interesting in today... in that yesterday we broke the .14 13+ day support and today was an up day (which was another contradiction because as I said yesterday, today was supposed to be an up day according to the charts). My point is that any other time we broke a key support level and headed down, it went consecutively down with no up days. As you say, it makes tomorrow an important day in this regard. I'm looking at two things: 1. Do we hold todays .135 low and 2. Do we finish up. If these happen, it will be the first time a key support-breaking downtrend was reversed. These are the things that shorts will be looking at as we move ahead...and will cause capitulation (other than some ground-breaking announcement). But in all, I like what I saw today. It was quite a battle. Show's they are still there and very interested day in day out.
How did you guys like that Mel put the CBOE Volitility chart in his presentation. And then there's the lack of documentation of the dirty little secret in the industry...of hedge shorting. Isn't it funny that this is clearly stated in many of their prospecti (and is described as a force that "could cause their SP to decline"), yet now looking at a crashed SP, it's nowhere in their presentation? Gotta love it.
Good point on the presentation of the Volatility chart. Guess he's trying not go give any more ammo to those trying to take him down. If he does have a plan to renegotiate / restructure debt then maybe he doesn't want to show his hand on the gross impact the the convertible arbitrage is having on the SP, but as you say not even mentioning it is very interesting.
On another note I did see a pretty complete Sirius XM commercial on CNBC this morning pushing their Content, New Programs, and Best of Both to existing subscribers and 3 free months to New Subs. The final push through the Holidays for cash and subs seems to be at hand.
I saw the same commercial. First one of it's kind, which I find very encouraging. I really think things are going to start turning around finally. I also notice in the presentation and guidance, Mel did exactly what we said he would do...he bettered a few the numbers (that he purposefully lowballed and saved the bullet for now). I see this is as a huge classic shakeout. Only those who have the wear-with-all to stick with it will benefit on the turn.
Look at today's action on Autos news. Not popping on this is another head fake by shorts. They know who's waiting for what. The problem longs have is there is very little new long money comng in day to day. So the pops only happen due to shorts upping themselves and repositioning. Within that, there is plenty of action (benefit for longs) but the moves can come only from short panic. There is a plan from them too. We just don't know what it is. Hence the time and place of their choosing. We have little power here than to wait. The most vicious shorts still see .10 and lower in their future...if they can get at it, they want it. As said, .03 on 2M shares is 60K. That's a nice holiday bonus or pays some rent on the summer home...and they'll take it. So for now, they are in no hurry to leave that on the table.
So far we're holding the two keys for today. Let's see what today brings.
Anyway, I'm glad we've finally got this damn bridge loan done. Halafrickinluya! AND FFFFFFFFFF "DICK" SHELBY. He's now a two time loser on the TARP and he sucks the big one. I hope he chokes to death on hi Christmas day meal!!!!!
hope all is well. Any tells from the the dog this morning??
3 cheers for the white house...at least it's a good way to go out the door. This money was critical to getting back to economic stability in '09. AND, this will help restructure union deals. The fear of god never hurts. Now hopefully all can align, knowing it's either that or nothing...and without having to go BK. This is an important day. For once, good job Bush. I hope Shelby loves that big dong shoved up his arse. He probably does like it lol!
Interesting...Waggoner just said under his breath that this month's sales are running slightly beter than expected...love it.
This giveback on the finally Autos news is no surprise. Even though they did it, which I applaud, they dragged their feet waaaay too long for any market impact. This was an easy trakedown for shorts...IMHO....
Yeah, a tad touchy today lol. Looky here, as I write, that new SIRI spot is on CNBC again. I think they've done the right thing. They are hitting more ad saturation just before the holiday to also hit the days-after market. Good call. I like it.
I do like that dog...he knows what he's doing! He should get an extree treat.
On Dec 19 12:29 PM sl62 wrote:
> just looked at my board and see they took out .135 with a SPIKE to
> .13. Doesn't count. Must be true bid/ask and this was not.
On Dec 19 04:01 PM mogami_99 wrote:
> Hi, Stock is below .13 now
On Dec 19 04:03 PM sl62 wrote:
> did you dudes just see that??? Wow!!!
So there it is. My original post yesterday morning holds. New leg down is on. Yesterday and tpday were head fakes as it's always been since August.This will not stop here and we should see .10/.09/.08 before the next bounce. This could be the final road to capitulation. Shorts want at least .10 sooooo bad and they intend to get it.
Now were looking at .08 for sure. Maybe .a dip into .07. Keep some powder dry...
Final settle was .116. They just settled an order in that last chunk AH for .111
On Dec 19 04:26 PM sl62 wrote:
> A big Pauly Walnuts "0hhhhhhhhhh! They settled it @ .116!
>
> Now were looking at .08 for sure. Maybe .a dip into .07. Keep some
> powder dry...
Here's my thinking. OK, the meeting is over and Autos news is out. The more I evaluate this action today, the more I see short action keeping pressure on all day, with this last flurry being a redemption. We are getting close to the end of Q and thus, we could start seeing some significant selling from Funds doing writeoffs for year.
I think many Funds still holding were waiting for the meeting for two things: see what's what, and see what kind of SP action would come out of it. Then they also wanted to see what would come from Autos money. With today and yesterday showing no pop, I think you had more than one fund manager contemplating options (including dumping and taking the loss for a nice Q4 write-off--remember, Funds are not limited to that 3K bs we are). Neither are mark to mark status day traders. I would start prepping for .05/.03 depending on how much of what just happened today actually materializes. This is also why shorts in earnest are waiting. They know it's EOY, EOQ and they know how many Funds have incredible losses on their books. They were just done a great solid by this one or possibly a few funds liquidating. Remember last month when we were tanking in the last 15 minutes of every day...large redemptions and liquidation always waits for the very end of day.
I forgot about this part of the equation. And again, this is why shorts will wait for the last minute to do their thing. Concering that. I would even look for a 12/31 monster rally, as shorts milk this all the way down and wait for all Fund redemptions to help their cause. I've seen this before. Then some contingent of shorts who want to reconcile gains to this year, all get out at once. If we make it down to like .03, it coulld be massive, because even going into next year, there literally will be next to no downside (because I can't see the SP going sub-penney--It would be a first on NAS and I think they would delist immediately on that action if it happened). That, the shorts don't want.
However, shorts could also wait until Jan 2 (which is a Friday) to do it to lock in profits and apply them to '09 for those tax reasons. One support for that is that shorts had such a great year this year, it might be doubtful they need this money to make their year. Thinking about that, the more I think the Jan 2 event is even more realistic.
But...if this keeps winding tighter (lower) from massive redemptions, whenever capitulation comes, it will be quite an event IMHO. When that day is over, virtual tickets ankle deep will litter the trading floor...so to speak.
I just looked at my board and the volume is back down to 46,927,725M...
Total manipulation. I'm going to go look at some of the portals...
Just figured it out. I went to my broker page. WHEW!!! Settled volume today was 147,334,752M. My field column isn't opened large enough to handle the 1 and while I was writing the volume jacked frm 96M to the 147M. Wow. OK so now we can confirm that was a Fund (or Funds). That my friends was over 100M shares that just came in in the last :30.
This is the first one of these we've had in a while. October maybe...
Now that I've opened my field wider lol! I see Ford traded amost 144M shares today @ a price close to $3 a share. There's some cash trading hands right there. SIRI's 147M @ .13 is chump change comparatively.
We're all just trying to figure this thing out (to the point we can)..and stay sane!
So since the leg down theory (after breaking 13+ day support) is holding, we should see at least .10 and probably .08 (If the .06/.07 drop theory holds, which it has every time so far). .14 was that support so subtract from there. Then in the mix is now the threat of massive Fund redemptions. Before that came in today, shorts were covering from that .13 takedown attempt that was failing in the last 5 minutes and, there was a jump back to an ask of .136 and a bid of .135. Then those 100M redemption shares came in. So if Fund liquidation heats up, Then I'm looking for .05/.03. Shorts would looooove that sh%t!
We have Monday and Tuesday full days, Wed. a half day, Friday a full day, and 3 full days the following week including Dec 31. So if we just started legging down yesterday, it usually runs about 5 down days (3 remaining)...
Further, it will be important to note that most likely each of these down days should hold steady most of the day and dump at the end .02 like today. I think if there are more redemptions to come, they will come Monday, Tuesday, Wed and Friday next week. Then dependng on where that leaves the SP, the next move will be from the shorts last three trading days of the year. Until then they will just be sitting back with their feet up enjoying the show...
IMVHO
One last off-topic comment...
Is it just me or have these boards devolved to new lows? That Julia Boorstin thread was a mess and embarrasing. She's a cheesecake reporter but a CNBC contriibutor and has wider audience than Tyler (nothing against you Tyler, many here appreciate your articles). Sorry, but the SIRI contingent looked weak on that one. More like a mess. Brought life to Mel's comment about unsophisticated investors unfortunately. Not a good showing at all. I see more and more 1 or 2 comment people coming late to the game here. Personally, I'm just here to try to analyze the daily data and try to recoup my money back from Mel. If I lost you guys, I'd be gone in a heartbeat...so thanks for sticking around...
Have a great wekend...
Now we do have wacky sh%t going on today. They now did just change the volume back to 99.53M officially. I also just saw a trade go through outside of bid/ask for .1335. What a wacky finish to what seemed like a very orderly up day.
So...how do they go from 147M down to 99. Maybe they the difference was considered after hours? Hard to say but both my board and my broker page both said 147M...I'm not hallucinating...I won't start doing that until later tonight!
Later...
HELP
On Dec 19 05:48 PM sl62 wrote:
> killer...
>
> We're all just trying to figure this thing out (to the point we can)..and
> stay sane!
>
> So since the leg down theory (after breaking 13+ day support) is
> holding, we should see at least .10 and probably .08 (If the .06/.07
> drop theory holds, which it has every time so far). .14 was that
> support so subtract from there. Then in the mix is now the threat
> of massive Fund redemptions. Before that came in today, shorts were
> covering from that .13 takedown attempt that was failing in the last
> 5 minutes and, there was a jump back to an ask of .136 and a bid
> of .135. Then those 100M redemption shares came in. So if Fund liquidation
> heats up, Then I'm looking for .05/.03. Shorts would looooove that
> sh%t!
>
> We have Monday and Tuesday full days, Wed. a half day, Friday a full
> day, and 3 full days the following week including Dec 31. So if we
> just started legging down yesterday, it usually runs about 5 down
> days (3 remaining)...
>
> Further, it will be important to note that most likely each of these
> down days should hold steady most of the day and dump at the end
> .02 like today. I think if there are more redemptions to come, they
> will come Monday, Tuesday, Wed and Friday next week. Then dependng
> on where that leaves the SP, the next move will be from the shorts
> last three trading days of the year. Until then they will just be
> sitting back with their feet up enjoying the show...
>
> IMVHO
Albeit out of scope within the context of this article, would someone be kind enough to enlighten me on one quick question? Is bankruptcy an option? If so what would happen after BK? Would it emerge as a new company, or would it be taken over by ome other corporate entity buying in, or are there any other outcomes?
I am interested as a technical person, and also that those great satellites wouldn't be allowed to sit up in the skies to be rusted - what a waste!