Proxy Statement & Dear Fellow Stockholders, In 2015, we continued to attract more subscribers than ever by building on our core strengths of unparalleled content, leading technology, and close long-term relationships with automakers. That focus showed results. We exceeded our goals and achieved record operational and financial results. We have: • Reached an all-time high subscriber base: With 2.3 million new subscribers in 2015, we produced our best subscriber growth since the merger of Sirius and XM, expanding our total subscriber base to approximately 29.6 million. • Delivered record financial results: We exceeded our guidance across the board, and achieved record revenues of $4.6 billion, record adjusted EBITDA of $1.66 billion and record free cash flow of $1.3 billion. • Returned capital to stockholders: We continued our capital return program. In 2015, we purchased 524 million shares of common stock, or nearly 10% of the Company’s outstanding shares, for $2 billion. As of the end of January 2016, our stock repurchase plan has delivered $6.5 billion into the hands of our stockholders in just three years. • Refreshed, expanded, evolved our program offering: We renewed key, vital high-profile programming deals with top talent, renewed major live sports agreements, expanded our music and comedy channels, and added new voices to radio to produce compelling, world- class content. In short, 2015 was a remarkable year for SiriusXM and we expect to maintain our performance going forward. Our Subscribers Pay Because They Love Our Content Our best-in-class content offering continues to be a major differentiator for SiriusXM. In 2015, we continued to bring new voices to radio, expanded our lineup of exclusive music, comedy, sports, news, and talk programming, and renewed several big programming agreements at the core of our offering. We signed a new far-reaching deal with Howard Stern that expanded our relationship with him. As part of the agreement, we secured the exclusive rights to all of his archives in audio and video for the next twelve years. We are working closely with Howard and look forward to announcing plans to leverage new content in the future. We also extended our agreement with the NFL through the Super Bowl in 2022, providing subscribers access to every NFL game plus our popular NFL Radio channel. With the renewals of Howard and the NFL, coupled with long-term renewals of NHL, Major League Baseball, NBA and FOX News, we have secured a “critical mass” of our content at a fixed rate for many years to come. SiriusXM continues to be the leader in exclusive radio programming, launching several new curated commercial-free music channels, and new comedy and news channels, including Pitbull’s Globalization, Tom Petty Radio, FOX News Headlines 24/7, Radio Andy, and SiriusXM Comedy Greats. SiriusXM also continues to be the “go-to destination” for the world biggest music stars as well as its most promising newcomers. SiriusXM broadcast many of the year’s top concerts and music festival performances, including those from Coachella and Lollapalooza, and all the historic reunion concerts of the Grateful Dead from Chicago. SiriusXM’s music channels also continued to lead the industry in music discovery. In 2015, we were credited with breaking artists such as Elle King, Andy Grammer, Old Dominion, and Nathaniel Rateliff, all of whom went on to have #1 songs after being heard first on SiriusXM. Looking ahead to 2016, we will provide our listeners every side of the U.S. presidential election, continue to cover every major sporting event, and offer commercial-free music, plus talk, entertainment, comedy and lifestyle radio that is the best in audio entertainment. Increasing Our Presence in New and Used Cars SiriusXM continues to increase its presence in the car, with our penetration rates increasing in both new and used cars. In 2015, SiriusXM radios were available in approximately 75% of all new cars—a 4 percentage point increase from the prior year and a reflection of the value automakers see in our product. We ended 2015 with approximately 82 million enabled vehicles on the road, meaning that approximately one-third of the car fleet in America has a factory-installed satellite radio. As the fleet of satellite radio-enabled cars continues to grow, our used car business becomes an even more important channel. We estimate that our radios were in approximately 28% of the used cars sold in 2015—a 4 percentage point increase from the prior year—and we expect that the used car market will yield a predictable arc of subscriber growth for many years to come. We are proactively working to capitalize on this opportunity by focusing on lead generation, offering trials, and marketing our paid subscription to owners of pre-owned cars. To that end, we now offer used car trials to our services at approximately 19,000 franchised and independent dealers. We are also looking to increase our penetration in the private sale arena with new and innovative approaches, including affinity marketing and even working with startup companies in the field. Investing In Technology to Stay Ahead of the Curve We are continuing to expand our offerings and deepen our relationships with auto dealers as the auto industry continues to evolve. First, we are continuing to invest in our connected vehicle services business, which we have built into a leading provider of safety, security and convenience. Our connected vehicle services are featured across a growing number of vehicle brands, including Acura, Audi, Honda, Hyundai, Infiniti, Jaguar, Land Rover, Lexus, Nissan, Subaru, and Toyota. We are also developing new technologies, including SXM17—a next-generation platform for audio services that combines the benefit of satellite radio with two-way cellular connectivity. This technology will make our acclaimed content even more discoverable and accessible in the car while maintaining ease-of-use. We recognize that change in the auto business takes a long time. However, the connected transition is underway and we believe we are making the right investments to capture future growth opportunities. Well Positioned for Continued Growth as We Deliver Value to Stockholders Our success is simple to explain: it is a direct function of our diligent focus and execution on our core business and the prudent investments we continue to make to extend our leadership position. In 2016, we expect to grow to approximately 31 million subscribers and generate approximately $4.9 billion of revenue. We also expect to produce approximately $1.78 billion of adjusted EBITDA and $1.4 billion of free cash flow. We also expect to continue to deliver value to stockholders by returning capital through share repurchases. If you are a subscriber, thank you for your loyalty. If you are a stockholder, thank you for your investment and trust in us. The best is yet to come—your company is energized and focused on delivering the best audio entertainment experience in the world. It is hard to make guarantees, but there is one thing I am sure of: we will continue to deliver to our subscribers the best radio on radio. I look forward to updating you as we progress through 2016. Thank you for your investment in SiriusXM. Sincerely, Jim Meyer Chief Executive Officer SiriusXM NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS Time and Date: 9:00 a.m., New York City time, on Tuesday, May 24, 2016 Place: The Auditorium The AXA Equitable Center 787 Seventh Avenue New York, New York 10019 Items of Business: 1. To elect the twelve director nominees listed herein; 2. To ratify the appointment of KPMG LLP as our independent registered public accountants for 2016; and 3. To transact any other business properly coming before the annual meeting and any adjournments or postponements thereof. Who may Vote: Stockholders of record at the close of business on Tuesday, March 29, 2016. Important Notice Regarding the We are pleased to be using the Securities and Exchange Date of Availability of Proxy Commission’s rules that allow companies to furnish proxy Materials for the Stockholder materials to their stockholders over the Internet. In Meeting to be Held on Tuesday, accordance with these rules, we first sent stockholders of May 24, 2016: record at the close of business on or about April 8, 2016, a Notice of Internet Availability of Proxy Materials (Notice). The Notice contains instructions on how to access our proxy statement and annual report for the fiscal year ended December 31, 2015 over the Internet and how to vote. Whether or not you expect to attend in person, we urge you to vote your shares over the Internet, by phone, or by signing, dating, and returning a proxy card at your earliest convenience. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. By Order of the Board of Directors, PATRICK L. DONNELLY Executive Vice President, General Counsel and Secretary New York, New York April 8, 2016 TABLE OF CONTENTS Page ABOUT THE MEETING . 1 What is the purpose of the annual meeting?. 1 Is Sirius XM Holdings Inc. different from Sirius XM Radio Inc.?. 1 What are the voting rights of the holders of our common stock?. 1 What vote is required to approve each item? . 2 When will voting results be available? . 2 Who can attend the annual meeting? . 2 What constitutes a quorum? . 2 What is a broker non-vote?. 2 What if I don’t vote electronically or return my proxy card and don’t attend the annual meeting? ............................................................................. 3 How doI vote? ........................................................................