Exhibit A

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Pandora Media, Inc., a Delaware corporation, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 2nd day of October, 2017

 

Sirius XM Radio Inc.

By:

 

/s/ Patrick L. Donnelly

 

Patrick L. Donnelly

 

Executive Vice President, General Counsel

 

and Secretary

Sirius XM Holdings Inc.

By:

 

/s/ Patrick L. Donnelly

 

Patrick L. Donnelly

 

Executive Vice President, General Counsel

 

and Secretary

Liberty Media Corporation

By:

 

/s/ Craig Troyer

Name:

  Craig Troyer

Title:

  Senior Vice President

[Joint Filing Agreement - Pandora Media, Inc.]


SCHEDULE I

INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE REPORTING PERSONS

SIRIUS XM RADIO INC.

The name and principal occupation of each director and executive officer of Sirius XM Radio Inc. are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Sirius XM Radio Inc., 1290 Avenue of the Americas, New York, New York 10104. All executive officers and directors listed are United States citizens.

 

Name

  

Present Principal Occupation or Employment and Address

DIRECTORS

Patrick L. Donnelly

   Director of Sirius XM Radio Inc.

David J. Frear

  

Director of Sirius XM Radio Inc.

James E. Meyer

   Director of Sirius XM Radio Inc.
EXECUTIVE OFFICERS   

James E. Meyer

   Chief Executive Officer

Scott A. Greenstein

   President and Chief Content Officer

David J. Frear

   Senior Executive Vice President and Chief Financial Officer

Dara F. Altman

   Executive Vice President and Chief Administrative Officer

James A. Cady

   Executive Vice President, Operations, Product and Connected Vehicle

Stephen R. Cook

   Executive Vice President, Sales and Automotive

Patrick L. Donnelly

   Executive Vice President, General Counsel and Secretary

Joseph A. Verbrugge

   Executive Vice President, Emerging Business

Jennifer C. Witz

   Executive Vice President, Chief Marketing Officer


INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE REPORTING PERSONS

SIRIUS XM HOLDINGS INC.

The name and principal occupation of each director and executive officer of Sirius XM Holdings Inc. are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Sirius XM Holdings Inc., 1290 Avenue of the Americas, New York, New York 10104. All executive officers and directors listed are United States citizens.

 

Name

  

Present Principal Occupation or Employment and Address

DIRECTORS

Joan L. Amble

   Director of Sirius XM Holdings Inc.

Mark D. Carleton

   Director of Sirius XM Holdings Inc.

James P. Holden

   Director of Sirius XM Holdings Inc.

Evan D. Malone

  

Director of Sirius XM Holdings Inc.

James F. Mooney

   Director of Sirius XM Holdings Inc.

Vanessa A. Wittman

  

Director of Sirius XM Holdings Inc.

George W. Bodenheimer

  

Director of Sirius XM Holdings Inc.

Eddy W. Hartenstein

  

Director of Sirius XM Holdings Inc.

Gregory B. Maffei

  

Chairman of the Board and director of Sirius XM Holdings Inc.

James E. Meyer

  

Director of Sirius XM Holdings Inc.

Carl E. Vogel

  

Director of Sirius XM Holdings Inc.

David M. Zaslav

  

Director of Sirius XM Holdings Inc.

EXECUTIVE OFFICERS   

James E. Meyer

   Chief Executive Officer

Scott A. Greenstein

   President and Chief Content Officer

David J. Frear

   Senior Executive Vice President and Chief Financial Officer

Dara F. Altman

   Executive Vice President and Chief Administrative Officer

James A. Cady

   Executive Vice President, Operations, Product and Connected Vehicle

Stephen R. Cook

   Executive Vice President, Sales and Automotive

Patrick L. Donnelly

   Executive Vice President, General Counsel and Secretary

Joseph A. Verbrugge

   Executive Vice President, Emerging Business

Jennifer C. Witz

   Executive Vice President, Chief Marketing Officer

 


INFORMATION RELATING TO THE DIRECTORS AND EXECUTIVE OFFICERS

OF THE REPORTING PERSONS

LIBERTY MEDIA CORPORATION

The name and present principal occupation of each director and executive officer of Liberty Media Corporation are set forth below. Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens, except for M. Ian G. Gilchrist, who is a citizen of the United States and Canada.

 

Name    Present Principal Occupation or Employment and Address
DIRECTORS   

John C. Malone

  

Chairman of the Board and Director of Liberty

Gregory B. Maffei

  

President and Chief Executive Officer of Liberty; Director of Liberty

Robert R. Bennett

  

Director of Liberty

Brian M. Deevy

  

Director of Liberty

M. Ian G. Gilchrist

  

Director of Liberty

Evan D. Malone

  

Director of Liberty

David E. Rapley

  

Director of Liberty

Larry E. Romrell

  

Director of Liberty

Andrea L. Wong

  

Director of Liberty

EXECUTIVE

OFFICERS

  

Richard N. Baer

  

Chief Legal Officer of Liberty

Mark D. Carleton

  

Chief Financial Officer of Liberty

Albert E. Rosenthaler

  

Chief Corporate Development Officer of Liberty