Form 8-K

0001193125-13-148319.txt : 20130410 0001193125-13-148319.hdr.sgml : 20130410 20130410061110 ACCESSION NUMBER: 0001193125-13-148319 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130408 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130410 DATE AS OF CHANGE: 20130410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pandora Media, Inc. CENTRAL INDEX KEY: 0001230276 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 943352630 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 13752271 BUSINESS ADDRESS: STREET 1: 2101 WEBSTER STREET STREET 2: SUITE 1650 CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: (510) 451-4100 MAIL ADDRESS: STREET 1: 2101 WEBSTER STREET STREET 2: SUITE 1650 CITY: OAKLAND STATE: CA ZIP: 94612 FORMER COMPANY: FORMER CONFORMED NAME: PANDORA MEDIA INC DATE OF NAME CHANGE: 20051026 FORMER COMPANY: FORMER CONFORMED NAME: SAVAGE BEAST TECHNOLOGIES INC DATE OF NAME CHANGE: 20030501 8-K 1 d519562d8k.htm FORM 8-K Form 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): April 8, 2013

Pandora Media, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35198

94-3352630

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2101 Webster Street, Suite 1650

Oakland, CA 94612

(Address of principal executive offices, including zip code)

(510) 451-4100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

¨	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)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2013, Barry McCarthy notified the Board of Directors (the “Board”) of Pandora Media, Inc. (the “Company”) that he will not stand for re-election when his current term on the Board expires at the Company’s 2013 annual meeting of stockholders. Mr. McCarthy will continue as the Audit Committee chair through his term, after which it is expected that Robert Kavner will become Audit Committee chair.

Mr. McCarthy’s departure from the Board is not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices, nor did he furnish the Company with a letter describing any disagreement or requesting that any matter be disclosed.

SIGNATURE

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.


	PANDORA MEDIA, INC.

Dated: April 10, 2013	By:	/s/ Delida Costin
		Delida Costin
		Senior Vice President, General Counsel and Secretary