Form 8-K

PANDORA MEDIA, INC.

Dated: June 7, 2013

/s/ Delida Costin

Delida Costin

Senior Vice President, General Counsel and Secretary

0001193125-13-250561.txt : 20130607 0001193125-13-250561.hdr.sgml : 20130607 20130607060211 ACCESSION NUMBER: 0001193125-13-250561 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130605 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130607 DATE AS OF CHANGE: 20130607 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: 13898850 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 d548644d8k.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): June 5, 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 5.07

Submission of Matters to a Vote of Security Holders

The 2013 annual meeting of stockholders (the “Annual Meeting”) of Pandora Media, Inc. (“Pandora”) was held on June 5, 2013. 162,643,213 shares of Pandora common stock were present in person or represented by proxy at the Annual Meeting, representing 93.26% of a total of 174,390,303 shares of common stock outstanding and eligible to vote at such time. At the Annual Meeting, stockholders voted on the following proposals, each of which is described in detail in Pandora’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2013, and cast their votes as described below.

Proposal 1:

Election of the two Class II directors listed below to serve until the 2016 annual meeting of stockholders or until their respective successors are duly elected and qualified:


	For		Withheld		Non-Votes
James M.P. Feuille		145,490,336		1,199,568		15,953,309
Peter Gotcher		145,612,039		1,077,865		15,953,309

Proposal 2:

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Pandora for the current fiscal year:


For	Against	Abstain
162,412,423	55,357	175,433

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.