Sirius XM Board Overhauled As Liberty Media Formally Takes Control

Liberty Media Chairman John Malone just consolidated his power at the satellite radio company as four people friendly to his outlook joined the Sirius XM board replacing former CEO Mel Karmazin — who left last month — and three other directors who just resigned. Leon Black, Lawrence Gilberti, and Jack Shaw have left, the company reports this morning. The SEC filing notes that this was “not the result of any disagreement with us on any matter relating to our operations, policies or practices.” They’ve been replaced by Liberty SVP Mark Carleton, Liberty VP Robin Pringle, Liberty General Counsel Charles Tanabe and Sirius XM’s new interim CEO James Meyer. Liberty’s picks now occupy eight of the 12 board seats, Liberty’s control of Sirius XM voting shares crossed the 50% ownership threshold on January 18 after it bought an additional 50M shares, at $3.1556 per share, and converted its preferred stock holdings into 1.29B common shares. It now has 50.21% of Sirius XM. Since it meets NASDAQ’s standards for being a “controlled company,” Sirius XM says that it is “exempt from certain corporate governance requirements” including one that requires a majority of the board members to be independent of management. “The controlled company exemption does not extend to the audit committee independence requirements and we have not made any change to our audit committee at this time,” Sirius XM says.

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